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February 7, 2011

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 4

Filed December 20, 2010

File No. 0-53957

Dear Mr. Reynolds:

We are writing in response to your letter dated January 20, 2011, regarding the Registration Statement as amended on Form 10/A, Amendment No. 4 of Golden Growers Cooperative (the “Cooperative”), filed on December 20, 2010, File Number 101263120 (the “Registration Statement”), the Cooperative’s interim report for its fiscal quarter ended June 30, 2010 on Form 10-Q/A, Amendment No. 1, filed on December 20, 2010, File Number 101263132 (the “Form 10-Q/A-1”) and the Cooperative’s interim report for its fiscal quarter ended September 30, 2010 on Form 10-Q/A, as amended filed on December 20, 2010, File Number 101263139 (the “Form 10-Q/A,” and collectively, with the Form 10-Q/A-1 and the Registration Statement, referred to as the “Previously Filed Reports and Registration Statements”).  To facilitate your review of our response, we are including your comments in boldface type, followed by our response.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), page 12

1.             We note your response to comment number two of our prior letter dated December 3, 2010.  Please revise your management’s discussion and analysis section to reflect any changes in your financial statements in connection with the accounting comment below.

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

RESPONSE:

Per our telephone conference on Wednesday, January 26, 2011, once we have resolved any issues regarding our financial statements as discussed in your question 2 below, we will submit revisions to any of the MD&A sections of the Previously Filed Reports and Registration Statements that may be appropriate.  To the extent you are in agreement with our current disclosure method in our financial statements, changes to the various MD&A sections of the Previously Filed Reports and Registration Statement will not be necessary.

Financial Statements

Notes to Financial Statements

Restatement of Previously Issued Financial Statements

2.             We reviewed your analysis in response to our prior comment 3.  Please provide us with additional analyses of the following criteria of FASB ASC 605-45-45.

Prior to answering your specific questions regarding the criteria outlined in FASB ASC 605-45-45, we would like to provide you with a review of the contractual arrangements that exist between the various parties involved in the corn marketing aspects of the Cooperative’s business.

At its essence, Golden Growers Cooperative is a corn marketing cooperative formed for the mutual benefit of its members.  Its members own membership interests in the Cooperative (represented by units) in proportion to the volume of corn that each member wishes to market through the Cooperative.  In addition to governance and financial rights, membership in the Cooperative gives the members the contractual right/obligation to deliver corn to the Cooperative for marketing.  In turn, the Cooperative has the legal obligation to market its members’ corn and return the proceeds of that marketing activity to its members.  In this sense, the Cooperative is a classic value-added grain marketing cooperative.

Each member of the Cooperative has entered into a Uniform Member Agreement (“UMA”) dated effective as of January 1, 2010, by which the member is obligated to deliver corn to the Cooperative.  Section 1(a) of the UMA provides that:

Amount.  Each year during the term hereof, Member agrees to sell and deliver to the Cooperative, and the Cooperative agrees to take delivery of one bushel of corn for each Unit of the Cooperative owned by such member (the “Annual Corn Commitment”); provided that the Annual Corn Commitment may be reduced at the discretion of the Board of Directors as provided in Sections 3 and 10 of this UMA.  If a Member is unable to deliver the committed number of bushels of corn from Member’s own production due to acts of God, other crop failure or similar causes, that circumstance shall not excuse or delay nondelivery.  It is the intention of the parties that the members shall be obligated to fulfill the Annual Corn Commitment in all events, unless the obligation shall be changed, terminated or cancelled pursuant to the express terms of this Agreement.  The Cooperative shall have no obligation to accept more corn

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than the Annual Corn Commitment regardless of the Member’s total corn production. [emphasis added]

Each member of the Cooperative also enters into an Annual Delivery Agreement (“ADA”) with the Cooperative specifying the specific method to be used by the member in delivering the corn, the quality specifications, corn pricing issues, and related matters.  (See Sections 2, 3, and 4 of the ADA for specific details).  Section 1(c) of the UMA also provides that if a member fails to fulfill the Annual Corn Commitment, the member shall forfeit patronage payments (both allocations and distributions) from the Cooperative to the extent of the nondelivery and shall be subject to other consequences, including possible termination of membership under the Cooperative’s Amended and Restated Bylaws (the “Bylaws”).

At present, the Cooperative has 15,490,480 Units issued and outstanding, resulting in the obligation of the Cooperative’s members to deliver 15,490,480 bushels of corn to the Cooperative for marketing on behalf of the members.

In addition to (and in connection with) its corn marketing business, the Cooperative owns a membership interest in ProGold Limited Liability Company (“ProGold”), a Minnesota limited liability company that owns a corn wet milling facility (the “ProGold Facility”).  ProGold currently leases the ProGold Facility to Cargill, Incorporated (“Cargill”), who processes corn into high fructose corn syrup at the ProGold Facility (with Cargill, in its capacity as the lessee of the ProGold Facility, referred to as “Cargill – Operator”).  In order for the Cooperative to market the corn delivered to it by its members, and in connection with its membership in ProGold, the Cooperative has entered into an Amended and Restated Corn Supply Agreement dated September 1, 2009 with Cargill – Operator (the “Corn Supply Agreement”).  As indicated above, Cargill – Operator processes corn into high fructose corn syrup at the ProGold Facility which requires a continuous supply of corn for production purposes.  Under the Corn Supply Agreement, the Cooperative is obligated to sell, and Cargill – Operator is obligated to purchase, the entire volume of corn to be marketed by the Cooperative on behalf of its members.  Section 1 of the Corn Supply Agreement provides as follows:

COMMITMENT TO SELL AND DELIVER CORN.  The  Cooperative hereby agrees to sell, and Cargill [– Operator] agrees to purchase, the following quantities of corn during the term of this Agreement, which corn will either be delivered on behalf of the Cooperative by its members or their agents, or by the Cooperative or its agents, to the extent of the delivery obligations of any member who fails to  fulfill its obligation to the Cooperative to deliver corn… [emphasis and additional descriptor added]

Pursuant to Section 2(b) of the Corn Supply Agreement, the corn to be delivered by the Cooperative to the Cargill – Operator is to be delivered by the Cooperative’s members or their agents directly to the ProGold Facility.  The Cooperative intentionally contracted to have its members deliver the corn directly to Cargill – Operator at the ProGold Facility in order to eliminate any costs to the Cooperative related to transporting or storing its members’ corn.  Some of the corn is physically delivered directly to the ProGold Facility by the Cooperative’s members (Method A deliveries) and a portion of the corn is delivered by the Cooperative’s agent (Method B deliveries).  The Cooperative currently engages Cargill to act as its delivery agent pursuant to

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the Grain Services Agreement (as defined below) (with Cargill, in its capacity as the Cooperative’s agent referred to as “Cargill – Agent”).

Under Sections 2(c) and 3 of the Corn Supply Agreement, Cargill – Operator determines the delivery timing, procedures and quality standards associated with the corn it purchases from the Cooperative.  This is typical for a commodity buyer.  Section 4 of the Corn Supply Agreement specifies the mechanism that will be used to establish the price for the Method A and Method B corn deliveries.  Section 4(a)(3) provides that Cargill – Operator will pay the Cooperative for corn no later that 7 days following physical delivery of the corn.  Specifically, Section 4(a)(3) states:

On or within one (1) business day following Cooperative issuing checks to Growers for a Method A delivery, but in no event later than seven (7) days following delivery, or as soon thereafter if prevented from doing so by equipment failure or an event of Force Majeure, Cargill [–Operator] shall wire transfer 100% of the purchase price for all corn delivered to Cargill [–Operator] under Method A to a bank account designated from time to time by the Cooperative.  The purchase price for Method B corn shall be offset against the payment to be made by the Cooperative to Cargill [–Agent] for the cost of Cargill [–Agent] purchasing said corn as the agent for the Cooperative under the Grain Services Agreement, such that no payment shall be due by either party with respect to the Method B corn.  [emphasis and additional descriptor added]

The term of the Corn Supply Agreement runs through December 31, 2017.  Upon termination of the Corn Supply Agreement, the Cooperative will be required to either extend the Corn Supply Agreement or find another outlet for marketing of its members’ corn.

The Corn Supply Agreement clearly contemplates that payment for corn will be made by Cargill – Operator to the Cooperative.  The payment for Method A deliveries is made by wire transfer from Cargill – Operator to the Cooperative.  The payment for Method B deliveries is made by an offset against the obligation of the Cooperative to pay Cargill – Agent for corn acquired on the Cooperative’s behalf by Cargill – Agent under the Grain Services Agreement.  This offset is a convenience to eliminate the necessity for the Cooperative to transfer funds to Cargill – Agent as its agent, only to have those funds transferred back from Cargill – Operator to the Cooperative for the corn delivered by the Cooperative.  Should the Grain Services Agreement ever be terminated, Cargill – Operator would be required to wire transfer the funds for all corn to the Cooperative, and there would be no offset.

Once a member of the Cooperative has delivered corn to the Cooperative, the Cooperative becomes responsible for paying that member for the corn pursuant to the terms of the UMA/ADA.  This payment obligation exists whether or not the Cooperative has received payment for the corn from Cargill – Operator.  In fact, Section 4(a)(3) of the Corn Supply Agreement specifically contemplates that the Cooperative may have paid its members before Cargill – Operator pays the Cooperative.

To reduce its administrative costs, the Cooperative has contracted with Cargill – Agent to provide certain administrative support to the Cooperative.  Cargill – Agent’s responsibilities to

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the Cooperative are set forth in the Amended and Restated Grain Services Agreement dated September 1, 2009 (the “Grain Services Agreement”) as follows:

Among other things, “Cargill [– Agent] shall perform the bookkeeping services in connection with the Cooperative’s payment of Method A members for the Method A corn under the direction and pursuant to the payment policies of the Cooperative.  Cargill [– Agent] shall prepare checks or drafts of the Cooperative drawn upon the Cooperative’s bank funds in connection with the payment of the Cooperative to each Method A member for Method A corn.  The Cooperative will cause the checks or drafts to be signed by such person or persons who are authorized signatories on the Cooperative’s bank accounts.  The checks or drafts will be in the amount as directed by the Cooperative, less all applicable inspection and check off fees, unit retains, other premiums and charges determined by the Cooperative and other fees determined by Cargill [– Agent] to be applicable to corn delivered to Cargill [– Operator] hereunder.”  (See Section 1(b)(v).)

Under the terms of the Grain Services Agreement, the Cooperative pays Cargill – Agent for the administrative services that it provides.  In addition, Section 9(b) of the Grain Services Agreement provides that the Cooperative may terminate the Grain Services Agreement upon 90 days written notice to Cargill – Agent.  Should that occur, the Cooperative would be required to make other arrangements for the agency and administrative services provided by Cargill – Agent under the Grain Services agreement.  Termination of the Grain Services Agreement would not affect the Cooperative’s obligation to deliver corn to Cargill – Operator under Corn Supply Agreement, or the Cooperative’s responsibility to market the corn of its members delivered under the UMA or the ADA.

The Cooperative’s Bylaws obligate it to allocate all income and loss from its operations to its members.  The income and loss is allocated proportionately to the members based upon the volume of corn delivered to the Cooperative by each member.  If a member fails to fulfill its delivery obligation to the Cooperative, then that member will receive a reduced income allocation, or no allocation at all, depending upon the extent of the under delivery.  It is this income allocation that represents the value added aspect of the Cooperative as a marketing cooperative.

To reiterate, the Cooperative is a marketing cooperative consisting of members who have the right and obligation to deliver corn to the Cooperative for marketing.  The Cooperative in turn markets its members’ corn in an effort to maximize returns to its members on that corn.  At the present time, the Cooperative sells all of its corn to Cargill – Operator under the Corn Supply Agreement at market prices.  Correspondingly, the Cooperative pays that market price to its members (subject to certain agency fees and incentives) together with an income allocation to members based upon the proportionate volume of corn delivered by each member.

Following please find our point by point response to the questions you posed.

·      The Entity is the Primary Obligor in the Arrangement

We note in your response that you believe you are the primary obligor as “…the Cooperative incurs the cost of remedying any non delivery”; however, on page 5 of

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your Form 10 you state that if your members do not deliver corn then Cargill will purchase replacement corn and your members will be invoiced for the price of the corn.  It appears from your disclosure that your members are in substance responsible for providing the corn to Cargill and paying them if such delivery is not made.  Please reconcile these two disclosures and tell us, in substance, who is the primary obligor along with supporting references to underlying agreements.

RESPONSE:

The Cooperative is the primary obligor under the terms of the Corn Supply Agreement.  As we indicated in our December 20, 2010 correspondence, pursuant to the terms of the Corn Supply Agreement, the Cooperative, not its members, has the contractual obligation to sell 15,490,480 bushels of corn annually to Cargill – Operator.  Regardless of the corn delivery method, at all times, the Cooperative is the party obligated to deliver corn to Cargill – Operator for processing at the ProGold Facility.  In oth