SecProbe.io

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 September 23, 2025

Scott Stofferahn
Chief Financial Officer
Golden Growers Cooperative
1002 Main Avenue West, Suite 5
West Fargo, ND 58078

 Re: Golden Growers Cooperative
 Form 10-K for the Year Ended December 31, 2024
 File No. 000-53957
Dear Scott Stofferahn:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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</DOCUMENT>

<DOCUMENT>
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<TEXT>
 August 29, 2025

Scott Stofferahn
Chief Financial Officer
Golden Growers Cooperative
1002 Main Avenue West, Suite 5
West Fargo, ND 58078

 Re: Golden Growers Cooperative
 Form 10-K for the Year Ended December 31, 2024
 File No. 000-53957
Dear Scott Stofferahn:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Year Ended December 31, 2024
Report of Independent Registered Public Accounting Firm, page A-1

1. Please amend your Form 10-K to include an audit report covering all
periods
 presented, including your balance sheet as of December 31, 2023, and
other included
 financial statements for the periods then ended. Refer to Rule 8-02 of
Regulation S-X.
 The amendment should include the entirety of Item 8 and appropriate
updated
 certifications that refer to the Form 10-K/A.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 August 29, 2025
Page 2

 Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
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June 22 , 2012

Via E-Mail
Mr. Mark Dillon
Chief  Executive  Officer
Golden Growers Cooperative
112 Roberts Street North
Suite 111
Fargo, North Dakota 58102

Re: Golden Growers Cooperative
 Form 10-K for the year ended December 31 , 2011
Filed March 30, 2012
 File No.  000-53957

Dear  Mr. Dillon :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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June 15, 2012

VIA EDGAR CORRESPONDENCE

Ms. Linda Curkel

Branch Chief

Securities and Exchange Commission

100 F Street N.E., Mail Stop 3561

Washington, D.C. 20549-3561

Re:                             Golden Growers Cooperative

Form 10-K for year ended December 31, 2011

Filed March 30, 2012

File No. 000-53957

Dear Ms. Curkel:

We are writing in response to your letter dated June 11, 2012, regarding the Annual Report filed on Form 10-K for the year ended December 31, 2011 on March 30, 2012 by Golden Growers Cooperative (the “Cooperative”).  To facilitate your review of our response, we are including your comment in boldface type, followed by our response.

Report of Independent Registered Public Accounting Firm, Page A-2

1.                                      Please add the independent accountant’s conformed signature to the opinion included in the filing in accordance with Rule 2-202(a) of Regulation S-X.

RESPONSE:

Attached as Exhibit 1 hereto please find the independent accountant’s conformed signature to the opinion included in the filing in accordance with Rule 2-02(a) of Regulation S-X in the Cooperative’s Amendment No. 1 to its Annual Report for the year ended December 31, 2011 on Form 10-K/A filed on June 15, 2012.

* * *

We believe our response contained above addresses your current concerns.  We have attached hereto as Exhibit 2 our Company Acknowledgement.

Please feel free to call me at (701) 281-0468 or our counsel, Kimberly Lowe at (612) 492-7324, if you require additional information or clarification of our responses.  You may email any correspondence to me at mdillon@goldengrowers.com and to Ms. Lowe at klowe@fredlaw.com.

Very   truly yours,

Mark   Dillon

Executive   Vice President

cc:

Kimberly   A Lowe

Daniel   Mott

Charlie   Nord

2

Exhibit 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Golden Growers Cooperative

Fargo, North Dakota

We have audited the accompanying balance sheets of Golden Growers Cooperative as of December 31, 2011 and 2010, and the related statements of operations, changes in members’ equity and comprehensive income and cash flows for the years ended December 31, 2011 and 2010, for the period ended December 31, 2009 and the year ended August 31, 2009.  Golden Growers Cooperative’ management is responsible for these statements.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Growers Cooperative, as of December 31, 2011, 2010, and 2009 and August 31, 2009, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010, for the period ended December 31, 2009 and the year ended August 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Widmer Roel PC

Fargo, North Dakota

February 28, 2012

A-2

Exhibit 2

COMPANY ACKNOWLEDGEMENT

The undersigned, a duly elected officer of Golden Growers Cooperative (the “Cooperative”), by his signature below, acknowledges as of the date set forth below that:

·                  The Cooperative 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 Cooperative may not assert a staff comment as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

GOLDEN GROWERS COOPERATIVE

Dated:

June 15,   2012

/s/ Mark Dillon

By:

Mark   Dillon

Its:

Executive   Vice President

June 11 , 2012

Via E-Mail
Mr. Mark Dillon
Chief  Executive  Officer
Golden Growers Cooperative
112 Roberts Street North
Suite 111
Fargo, North Dakota 58102

Re: Golden Growers Cooperative
 Form 10-K for the year ended December 31 , 2011
Filed March 30, 2012
 File No.  000-53957

Dear  Mr. Dillon :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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.

Report of Independent Registered Public Accounting Firm, page A -2

1. Please add the independent accountant’s conformed signature to the opinion included in
the filing in accordance with Rule 2 -02 (a) of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Mark Dillon
Golden Growers Cooperative
June 11 , 2012
Page 2

 In connection with responding to our comments, please p rovide, in writing, a s tatement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346, or in her absence, Joe Foti at (202)
551-3750  if you have questions regarding comments on the financial statements and related
matters.  Please contact the undersigned, at (202) 551 -3750  with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

March 7, 2011

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

Dear Mr. Dillon:
We have completed our review of your fili ngs and do not have any further comments at
this time.          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          Office of Beverages, Apparel and          H e a l t h  C a r e  S e r v i c e s

CORRESP
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March 4, 2011

VIA EDGAR CORRESPONDENCE

Ms. Jamie Kessel

Staff Accountant, 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

Item 4.02, Form 8-K

Filed March 1, 2011

File No. 0-53957

Dear Ms. Kessel:

We are writing in response to your letter dated March 3, 2011, regarding the Item 4.02 on Current Report filed on Form 8-K on March 1, 2011 by Golden Growers Cooperative (the “Cooperative”).  To facilitate your review of our response, we are including your comments in boldface type, followed by our responses.

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.

RESPONSE:

As of the date hereof we have filed an amended Current Report on Form 8-K/A (the “Form 8-K/A”, the marked text of which is attached hereto as Exhibit 1) that indicates that Mr. Dillon made the decision to restate the financial statements.

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

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

RESPONSE:

The Form 8-K/A indicates that Mr. Dillon made the determination on September 8, 2010.

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

RESPONSE:

The Form 8-K/A describes the facts that lead to Mr. Dillon’s determination.

* * *

We believe our responses contained above and the Form 8-K/A address your current concerns.  Attached hereto as Exhibit 2 please find our Company Acknowledgement.

Please feel free to call me at (701) 281-0468 or our counsel, Kimberly Lowe at (612) 492-7324, if you require additional information or clarification of our responses.  You may email any correspondence to me at mdillon@goldengrowers.com and to Ms. Lowe at klowe@fredlaw.com.

Very   truly yours,

Mark   Dillon

Executive   Vice President

cc:

Kimberly   A Lowe

Daniel   Mott

2

Exhibit 1

Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review

On November 15, 2010, On March 1, 2011, Golden Growers Cooperative (the “Cooperative”) filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Form 8-K”) reporting the restatement of its financial statements for various periods.  This Current Report on Form 8-K/A amends and supplements the Form 8-K to provide additional information.

On September 8, 2010, the Chief Executive Officer of Golden Growers the Cooperative , Mark Dillon, (the “CEO”), determined that the Cooperative, in connection with its public reporting status, should present in its financial statements corn revenue on a gross basis instead of a net basis.  While presenting revenue on a net basis is an acceptable and common method of presentation, presenting Presenting gross revenue and expense more fully presents the Cooperative’s corn marketing activities on behalf of its members and better aligns its financial statements with how reflects the rights and obligations of membership in the Cooperative identifies itself in the business community in which it operates.  In addition, the CEO determined that the Cooperative’s pension benefit obligation, while not material, should be set forth in the Cooperative’s financial statements.  The CEO determined that revising the Cooperative’s financial statements in this manner better detailed the obligations of the Cooperative with respect to pension benefit obligations for its single employee.  As a result of these determinations, the previously issued financial statements for the Cooperative for the fiscal years ended August 31, 2008 and 2009 and for the four month period ended December 31, 20102009 as well as the interim financial statements for the periods ending on June 30, 2010 and 2009 should no longer be relied upon.

On November 15, 2010, the “Cooperative”) filed with the Securities and Exchange Commission an amended Registration Statement on Form 10 and an amended Quarterly Report on Form 10-Q for the period ending June 30, 2010 that contained restated financial statements for the following periods: (1) for the fiscal years ending August 31, 2009 and August 31, 2008 and the four month period ended December 31, 2009; and (2) for the interim periods ended June 30, 2010 and June 30, 2009.  The statements of operations for each of the periods were restated to reflect revenue from the sale of corn and expense for the purchase of corn separately.  Previously, these amounts had been presented on a net basis.  In addition, the The financial statements were also restated to report the Cooperative’s pension benefit obligation and related disclosures in connection with the Cooperative’s defined benefit pension plan.  The, result in the recording of these restatements is to record a non-current liability and a reduction of members’ equity.

The above restatements had no impact on previously reported net income for any of the years or periods presented.

The authorized officer of the Cooperative CEO discussed with the Cooperative’s independent accountant the matters disclosed pursuant to this item 4.02

3

Exhibit 2:

COMPANY ACKNOWLEDGEMENT

The undersigned, a duly elected officer of Golden Growers Cooperative (the “Cooperative”), by his signature below, acknowledges as of the date set forth below that:

·                  The Cooperative 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 Cooperative may not assert a staff comment as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

GOLDEN GROWERS COOPERATIVE

Dated:

March 4,   2011

/s/   Mark Dillon

By:

Mark   Dillon

4

CORRESP
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COMPANY ACKNOWLEDGEMENT

The undersigned, a duly elected officer of Golden Growers Cooperative (the “Cooperative”), by his signature below, acknowledges as of the date set forth below that:

·                  The Cooperative 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 Cooperative may not assert a staff comment as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

GOLDEN GROWERS COOPERATIVE

Dated:

March 3,   2011

By:

Mark   Dillon

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

CORRESP
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March 1, 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 February 25, 2011, regarding the Registration Statement as amended on Form 10/A, Amendment No. 4 of Golden Growers Cooperative (the “Cooperative”).  To facilitate your review of our response, we are including your comment in boldface type, followed by our response.

Financial Statements

Notes to Financial Statements

Restatement of Previously Issued Financial Statements, page F-7

1.

We note you have restated your financial statements for the   fiscal years ended August 31, 2007, 2008 and 2009 and the four month   period ended December 31, 2009. Please file an Item 4.02 Form 8-K   disclosing such restatement or tell us why you believe such filing is not   required.

RESPONSE:

Per your request above, on the date hereof the Cooperative filed an Item 4.02 Form 8-K discussing the circumstances related to its restatement of its various financial statements.

* * *

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

We believe our response contained above addresses your current concern.  As previously indicated, we are in the process of preparing our financial statements for fiscal year 2010 as well as our first Annual Report on Form 10-K.  We would like to complete our financial statements and file our periodic reports in a manner that reflects your final determination as to this matter so to the extent you have completed your review and have no further comments, please provide us with written confirmation that your review is final.  Until we hear otherwise, we will proceed with preparing our filings on the basis set forth in our prior correspondence.

Please feel free to call me at (701) 281-0468 or our counsel, Kimberly Lowe at (612) 492-7324, if you require additional information or clarification of our responses.  You may email any correspondence to me at mdillon@goldengrowers.com and to Ms. Lowe at klowe@fredlaw.com.

Very   truly yours,

Mark   Dillon

Executive   Vice President

cc:

Kimberly   A Lowe

Daniel   Mott

2

February 25, 2011

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 4  Filed December 20, 2010 File No.  000-53957

Dear Mr. Dillon:
We have reviewed your supplemental res ponse dated February 7, 2011 and have the
following comments.  In some of our comments, we may ask you to provide us with 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, pl ease 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.

Financial Statements

 Notes to Financial Statements

 Restatement of Previously Issued  Financial Statements, page F-7

1. We note you have restated your financial statements for th e fiscal year ended August
31, 2007, 2008 and 2009 and the four month period ended December 31, 2009.
Please file an Item 4.02 Form 8-K disclo sing such restatement or tell us why you
believe such filing is not required.

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative February 25, 2011 Page 2

  You may contact Jamie Kessel at (202) 551-3727 or Brian Bh andari at (202) 551-3390, if
you have questions regarding the financial statements and relate d matters.  Please contact Susann
Reilly at (202) 551-3236 or David Link at  (202) 551-3356 with other questions.

Sincerely,  /s/ David Link for  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

CORRESP
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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

2

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

3

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

4

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

5

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

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

       DIVISION OF
CORPORATION FINANCE

January 20, 2011

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, Amendment 4  Filed December 20, 2011 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 with  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, pl ease 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.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 12

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

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 follo wing criteria of FASB ASC 605-45-45:

Mark Dillon
Golden Growers Cooperative January 20, 2011 Page 2

• The Entity is the Primary Obligor in the Arrangement
We note in your response that you be lieve you are the primary obligor as
“…the Cooperative incurs the cost of remedying any non delivery”; however,
on page 5 of your Form 10 you state that if your members do not deliver corn
then Cargill will purch ase 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 no t made.  Please reconcile these two
disclosures and tell us, in substance,  who is the primary obligor along with
supporting references to underlying agreements.

• The Entity has General Inventory risk – Before Customer Order is Placed or
Upon Customer Return We note in your response that you belie ve you have general inventory risk.
FASB ASC 605-45-45-5 states that general inventory risk exists when an
entity takes title to a product before the product is ordered
 by a customer or
will take title to a product if it is re turned by the customer and the customer
has a right of return.  Please tell us how you have general inventory risk with
respect to this definition.

• The Entity Changes the Product or Performs Part of the Service We note in your response that you belie ve contractually providing the corn
delivery services and facilitating your me mber’s ability to deliver corn is an
indicator of reporting yo ur revenue on a gross basis.  FASB 605-45-45-9
states “this indicator is  evaluated from the perspective of the product or
service itself such that th e selling price of that produc t or service is greater as
a result of an entity’s physical change of the product or performance of the
service and is not evaluated based on othe r entity attributes such as marketing
skills, market coverage, distribution sy stem, or reputation”.  Since you do not
change the product or perform part of the service it does not appear that you
meet the requirements of this indicato r of gross revenue reporting.  Please
advise.

• The Entity is Involved in the De termination of Product or Service
Specifications
We note your response that the Coopera tive has contracted with Cargill
pursuant to the Grain Services Agreement to grade the corn to ensure that it
meets quality requirements.  We also not e your disclosure on page 4 of your
Form 10 that with Method A members Ca rgill confirms the amount of corn
with each member and notifies th at member with respect to quality
specifications , allowances, deductions and premiu ms to be applicable to that

Mark Dillon
Golden Growers Cooperative January 20, 2011 Page 3

corn.  Please tell us whether you or Cargill are responsible for determining the
corn quality requirements, including re ferences to supporting agreements (e.g.
Section 1(a) of the Grain Services Agreement).

• The Entity Has Physical Loss Inventory Risk – After Customer Order or
During Shipping We note in your response that you belie ve you have physical inventory risk.
FASB ASC 605-45-45-12 states that physical inventory ri sk exists if title to
the product is transferred to an entity at the shipping point and is transferred
from that entity to the customer upon delivery.  Since the shipping point and
delivery point are the same location, it does not appear th at you meet the
requirements of this indicator of gross revenue reporting.  Pl ease advise.  In
your response, clarify when you take ownership of the corn, how long the
inspection process takes and who bears the risk of loss when Cargill, acting as
your agent, has possession of your members’ corn.  Please reference
provisions in underlying agreements  to support your position.

• The Entity Has Credit Risk
We note in your response that you believe you have credit risk with Cargill for
the sales of corn to Cargill.  We note that Cargill pays the aggregate purchase price for corn purchased and then makes individual payments for corn directly
to your members.  Based on the foregoing, please tell us how you have credit risk, including references to underlying agreements to support your position.
In your response, clarify if you would be  in a position to pay your members in
advance of receiving paym ent from Cargill.

Form 10-Q/A for the Quarter Ended June 30, 2010

Form 10-Q for the Quarter Ended September 30, 2010

3. Please revise your Forms 10-Q to ad dress our comments 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

Mark Dillon
Golden Growers Cooperative January 20, 2011 Page 4

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

CORRESP
1
filename1.htm

December 20, 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 3

Filed November 15, 2010

File No. 0-53957

Dear Mr. Reynolds:

We are writing in response to your letter dated December 3, 2010, regarding the Registration Statement as amended on Form 10/A of Golden Growers Cooperative (the “Cooperative”), filed on November 15, 2010, File Number 101019706 (the “Registration Statement”), the Cooperative’s interim report for its fiscal quarter ended June 30, 2010 on Form 10-Q/A as amended, filed on November 15, 2010, File Number 101190991 (the “Form 10-Q/A”) and the Cooperative’s interim report for its fiscal quarter ended September 30, 2010 on Form 10-Q filed on November 15, 2010, File Number 101191008 (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, references to our revisions to the Registration Statement (the “Amended Registration Statement”), our revisions to the Form 10-Q/A (the “Amended Form 10-Q/A”) and the Form 10-Q (the “Amended Form 10-Q”) all filed as of the date hereof.

Selected Financial Data, page 11

1.                                      We note you have revised the income statement data presented for the year ended August 31, 2009.  This information is not consistent with your audited income statement presented on page F-3.  Please reconcile or revise.

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

RESPONSE:

Please see revised page 11 of the Amended Registration Statement where we revised the income statement data for the year ended August 31, 2009, to correspond with the correct data on page F-3 and we also revised the introductory language to describe these changes.  We also indicated where data has been restated.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 12

2.                                      We note your response to comment 1.  Please review your management’s discussion and analysis section to reflect any changes in your financial statements in connection with the accounting comments noted below.

RESPONSE:

Please see response below.  Based on our determination to continue to present our revenues on a gross basis, there are no additional changes to the management’s discussion and analysis starting on page 12.

Financial Statements

Notes to Financial Statements

Restatement of Previously Issued Financial Statements

3.                                      We note you restated your financial statements to present revenues on a gross basis from a net basis.  Please tell us why you believe you are considered a principal in the transactions between your members and Cargill versus an agent.  In your response, please ensure to thoroughly address each of the criteria in FASB ASC 605-45-45 to support your position.

RESPONSE:

As you indicated we restated our financial statements to present revenues on a gross basis instead of a net basis. Specifically, in connection with this restatement, we considered FASB ASC 605-45-45 Other Presentation Matters (“ASC 605-45”):

First of all, we wish to clarify that our members have no contractual relationship with Cargill.  The members have a contractual relationship with the Cooperative and, in turn, the Cooperative has a contractual relationship with Cargill. There are no “agency” relationships as it relates to the revenue generation activities of the Cooperative. That said, we will specifically address your question.

ASC 605-45  states that it is a matter of judgment on whether an entity should report revenue based on either of the following: (a) the gross amount billed to a customer because it has earned revenue (as a principal) from the sale of the goods or services; or (b) the net amount retained (that is, the amount billed to the customer less the amount paid to a supplier) because it has earned a commission or fee as an agent.

2

After considering ASC 605-45 and in light of our recent conversion, we elected to restate our financial statements to present gross revenue instead of net revenue because this presentation better reflects the economic activity we are engaged in as business enterprise. Historically, we presented net revenue instead of gross revenue because our cooperative structure encourages an emphasis on the value-added component of our business activities instead of our core business activities.  After our conversion, it became apparent that our financial statements did not readily and easily present the gross revenue and expenses related to our core business activity — our corn delivery operations.  Your office correctly raised this issue in prior comment letters and we thereafter modified the method of presentation.

While we will specifically address the various indicators and factors set forth in ASC 605-45, it is important to clarify the contractual arrangements and obligations that exist between: the (1) Cooperative and Cargill Incorporated (“Cargill”) as the lessee of the ProGold Limited Liability Company (“ProGold”) processing facility (the “Facility”); and (2) the Cooperative and our member growers.

Our Amended and Restated Bylaws (Exhibit 3.2 to our original registration statement on Form 10 filed April 30, 2010 (the “Form 10”), the “Bylaws”) govern the membership and the patronage relationship between the Cooperative and its members.  Specifically, Section 3.1 of the Bylaws requires a member to execute both a Uniform Member Agreement (Exhibit 10.2 to the Form 10, the “Uniform Member Agreement”) and an Annual Delivery Agreement (Exhibit 10.3 to the Form 10, the “Annual Delivery Agreement”) which obligates the member to patronize the Cooperative by delivering corn to the Cooperative.  If a member does not deliver corn to the Cooperative: (1) no income will be allocated, nor cash distributed, to that member; and (2) the member’s membership in the Cooperative is subject to termination.

Pursuant Section 1(a) of the Uniform Member Agreement, a member agrees to sell and deliver corn to the Cooperative while the Cooperative agrees to take delivery of the corn.  In Section 5(a) of the Uniform Member Agreement, the Cooperative agrees to pay the member for the corn the member has sold and delivered to the Cooperative.

Pursuant to Section 1 of the Annual Delivery Agreement, a member confirms its annual delivery commitment and sets its delivery method.  Section 3 of the Annual Delivery Agreement provides details regarding corn delivery location, pricing and quality for members who deliver via Method A while Section 4 establishes the terms of the relationship between the member and the Cooperative if the member elects to have the Cooperative deliver corn on its behalf pursuant to Method B.

The above relationship and transactions between the members and the Cooperative exist regardless of the contractual relationship that exists between the Cooperative and Cargill.  The members are obligated to deliver corn to the Cooperative, the Cooperative is obligated to pay for that corn, whether or not there is any relationship with Cargill.

Pursuant to the terms of the Amended and Restated Corn Supply Agreement (Exhibit 10.7  to the Form 10, the “Corn Supply Agreement”), the Cooperative, not its members, has a contractual obligation to sell 15,458,987 bushels of corn annually to Cargill for processing at the Facility. Regardless of the corn delivery method, at all times the Cooperative is the party obligated to deliver corn to Cargill for processing at the Facility.  In order to facilitate the efficient delivery of its corn and to reduce administrative costs, the Cooperative contracts with

3

Cargill, in its capacity as a licensed grain buyer, per the terms of the Amended and Restated Grain Services Agreement (Exhibit 10.6  to the Form 10, the “Grain Services Agreement”), to serve as the Cooperatives agent to: (1) coordinate delivery and payment of corn delivered by the Cooperative to the Facility on the Cooperative’s behalf by its members and (2) to procure corn on the Cooperative’s behalf for those members who appoint the Cooperative to obtain corn for them instead of directly delivering the corn.

Based on the contractual relationships described above, the Cooperative’s relationship with respect to the various parties is as follows: (1) under the Uniform Member Agreement and the Annual Delivery Agreement, the members sell the Cooperative a specified volume of corn as part of the member’s obligation to the Cooperative; (2) under the Corn Supply Agreement, the Cooperative sells corn to Cargill for processing at the Facility; and (3) with respect to the Grain Services Agreement, the Cooperative is the principal who appoints Cargill as its agent to facilitate the purchase, sale and delivery of the corn it buys from its members and delivers to the Facility for processing.  The Grain Services Agreement has no bearing on the purchase and sale relationships under the Uniform Member Agreement, the Annual Delivery Agreement or the Corn Services Agreement.  In no case does the Cooperative act as the member’s agent.

Paragraph 3 of ASC 605-45 specifies the following eight indicators that support a gross revenue presentation.  Below we have listed each of the indicators and responded to each with our considerations:

·                  The Entity Is the Primary Obligor in the Arrangement.

As indicated above, the Cooperative is the primary obligor for the purchase of corn from its members.  The Cooperative is contractually obligated to pay the members for the corn that it purchases from its members.  Also, the Cooperative is the primary obligor with respect to the sale and delivery of corn to Cargill. The Cooperative’s members do not have a legal obligation to sell or deliver corn to Cargill for processing at the Facility.  In addition, the Cooperative guarantees delivery of corn to Cargill.  In the event corn is not delivered to Cargill under the Corn Supply Agreement, the Cooperative incurs the cost of remedying any non delivery.

·      The Entity Has General Inventory Risk— Before Customer Order Is Placed or Upon Customer Return.

The Cooperative purchases corn from its members for delivery at the Facility or at other storage locations as determined by the Cooperative.  The Cooperative takes title to the corn that it purchases from its members. Upon receipt of the corn and passing of inspection, the Cooperative immediately sells its corn inventory to Cargill.  The Cooperative has contracted with Cargill pursuant to the Grain Services Agreement to inspect and grade the corn to ensure that it meets quality requirements. The Cooperative has risk in the corn procurement process because the Cooperative is contractually obligated to deliver corn to the Facility for processing.  Cargill has the right and ability to force the Cooperative to fulfill its obligation under Corn Supply Agreement.  If a member who elects to delivery via Method A fails to deliver, the Cooperative is charged $0.10 per bushel of corn for the shortfall plus the Cooperative is required to pay Cargill any loss Cargill incurs in covering the failed corn delivery obligation.  If the Cooperative fails to deliver 15,458,987 bushels of corn to Cargill under the Corn Supply Agreement, the Cooperative would have to purchase corn on the open market in order to fulfill its supply obligation to Cargill.  Cargill has no basis for holding the member accountable for corn delivery.  Rather, Cargill holds the Cooperative accountable and the Cooperative holds the member accountable.

4

·                  The Entity Has Latitude in Establishing Price.

The Cooperative has historically operated its corn purchase and corn sales functions under the regional corn market in which the prices paid in the market have driven the price that the Cooperative pays to its members and the price for which the Cooperative is able to sell its corn to Cargill.  However, the Cooperative has the ability to adjust the purchase price it pays its members for corn in the Annual Delivery Agreement.  The Cooperative could adjust the purchase price paid to its members for corn as a means of generating cash, or as a means of increasing equity in the Cooperative, or for various other reasons.

·                  The Entity Changes the Product or Performs Part of the Service

One of the Cooperative’s primary functions is to purchase corn from its members for sale to Cargill for processing at the Facility.  The Cooperative’s very existence is fundamental to ensuring an ongoing, stable supply of corn in the region for supply to the Facility.  The Cooperative does not change the corn but it does contractually provide the corn delivery services and facilitates its member’s ability to delivery corn to the Facility for processing.

·                  The Entity Has Discretion in Supplier Selection

The Cooperative is organized as a cooperative, and as such, its members are obligated to patronize the Cooperative annually by selling it corn.  Because of its organizational structure, the Cooperative has historically elected to purchase all of its corn requirements from its members. However, the Cooperative is not precluded from purchasing corn from non-members, and as a result has discretion in supplier selection.

·                  The Entity Is Involved in the Determination of Product or Service Specifications

The Cooperative purchases corn from its members for sale to Cargill.  The corn must meet certain quality standards in order for it to be accepted by the Cooperative and in turn by Cargill, as agreed to in the Corn Supply Agreement.  The Cooperative’s members deliver corn to locations determined by the Cooperative. In order streamline the above activities, the Cooperative has contracted with Cargill pursuant to the Grain Services Agreement, for inspection, grading and determination that the corn meets the required quality specifications for corn delivered to the Cooperative by its members.

·                  The Entity Has Physical Loss Inventory Risk—After Customer Order or During Shipping

The Cooperative purchases corn from its members for delivery to specified locations.  The Cooperative’s members deliver corn to the specified location, at which time the corn is inspected and graded and, upon passing inspection, is purchased by the Cooperative.  Under its current relationships, the Cooperative immediately sells the corn inventory to Cargill resulting in a relatively short “risk of loss” period.  However, should the relationship with Cargill end or be modified, the Cooperative would have the full risk of loss from the time of delivery by the member to the time the Cooperative delivers to its buyer.  Furthermore, Cargill has the ability and right, pursuant to the Corn Supply Agreement, to seek recovery from the Cooperative in the event of suffers a loss as a result of a failure by the Cooperative to deliver required quantities and quality of corn.

5

·                  The Entity Has Credit Risk

The Cooperative, not its members, has credit risk with Cargill for its sales of corn to Cargill.

In contrast to the indicators set forth above, Paragraph 15 of ASC 605-45 specifies the following three indicators that support a net revenue presentation.  Below we have listed each of the indicators and responded to each with our considerations:

·                  The Entity’s Supplier Is the Primary Obligor in the Arrangement

The Cooperative’s members are not the primary obligor in the arrangement between Cargill and the Cooperative.  Contractually, the Cooperative is obligated to sell annually approximately 15.5 million bushel of corn to Cargill.  In the event the Cooperative f

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

       DIVISION OF
CORPORATION FINANCE

December 3, 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, Amendment 3  Filed November 15, 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 with  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, pl ease 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.

Selected Financial Data, page 11

1. We note you have revised the income statement data presented for the year ended
August 31, 2009.  This information is not consistent with your audited income statement presented on page F-3.  Please reconcile or revise.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations,
page 12

2. We note your response to comment 1.  Pleas e revise your management’s discussion
and analysis section to reflect any changes in your financial stat ements in connection
with the accounting comments noted below.

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative December 3, 2010 Page 2   Financial Statements

Notes to Financial Statements

Restatement of Previously Issued Financial Statements

3. We note you restated your financial statemen ts to present revenues on a gross basis
from a net basis.  Please tell us why you believe you are considered  a principal in the
transactions between your members and Cargil l versus an agent.  In your response,
please ensure to thoroughly address each of the criteria in FASB ASC 605-45-45 to
support your position.

4. Please revise the face of your financial statem ents and your selected financial data to
clearly indicate the periods for which fina ncial information has been restated.

Form 10-Q/A for the Quarter Ended June 30, 2010
Form 10-Q for the Quarter Ended September 30, 2010

5. Please revise your Forms 10-Q to address our comments noted above.  Specifically,
note our comments related to  the restatement of your financial statements.
  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

CORRESP
1
filename1.htm

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

2

$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,

3

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

4

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.

5

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

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

       DIVISION OF
CORPORATION FINANCE

              October 22, 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, Amendment 2  Filed August 16, 2010 File No.  0-53957
Dear Mr. Dillon:
We issued a comment letter to you on th e above captioned filings on September 7,
2010.  We did not receive a response to the comment letter, and, as of the date of this letter,
the comments remain outstanding and unres olved.  We expect you to contact us by
November 4, 2010 to provide a substantive respon se to the comments or to advise us why
you are unable to respond and when  you will be able to do so.
 If you do not respond to the outstanding co mments or contact us by November 4,
2010, we will, consistent with our obligations under the federal securities laws, decide how we will seek to resolve material outstandi ng comments and complete our review of your
filing and your disclosure.  Among other things , we may decide to release publicly, through
the agency's EDGAR system, all correspondence, including this letter, re lating to the review
of your filing, consistent with the staff's decision to release publicly comment letters and response letters relating to disclosure filings it has reviewed.  You can find more information about the staff's decision to re lease filing correspondence at
http://www.sec.gov/news/press/2004-89.htm
 and http://www.sec.gov/news/press/2005-
72.htm .

You may contact Jamie Kesse l at (202) 551-3737 or Bria n Bhandari at (202) 551-
3390  if you have questions regarding comments on the financial statements and related

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
October 22, 2010 Page 2   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

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

CORRESP
1
filename1.htm

August 16, 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 1

Filed June 30,
2010

File No. 0-53957

Dear Mr. Reynolds:

We are writing in response
to your letter dated July 15, 2010, regarding the Registration Statement
as amended on Form 10/A of Golden Growers Cooperative (the “Cooperative”),
filed on June 30, 2010, File Number 0-53957 (the “Registration Statement”).  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.  We are also attaching a marked document (the “Markup”)
that shows all of our revisions as they appear in our amended Registration
Statement filed as of the date hereof (the “Amended Registration Statement”) as
included or referenced in our responses.

General

1.                                      We note that you indicate that the company is a non-accelerated filer not
a smaller reporting company.  Please
advise us how you determined that the company is not a smaller reporting
company.

RESPONSE:

In response to your inquiry
we have examined the various definitions and requirements to qualify as a
smaller reporting company and we do not believe that the Cooperative qualifies
as a smaller reporting company.  Below
please find a discussion of our analysis.

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

Rule 12b-2 defines the
term “smaller reporting company” as: “An issuer that is not an investment
company, an asset-backed issuer …,” or “A majority-owned subsidiary of a parent
that is not a smaller reporting company” and that “(1) had a public float
of less than $75,000,000 as of the last business day of its most recently
completed second fiscal quarter computed by multiplying the aggregate worldwide
number of shares of its voting and nonvoting common equity held by its non-affiliates
by the price at which the common equity was last sold, or the average of the
bid and asked prices of common equity, and the principal market for the common
equity, or … (3) in the case of an issuer whose public float as calculated
under paragraph (1) or (2) of this definition was zero, had revenues
of less than $50,000,000 during the most recently completed fiscal year for
which the audited financial statements are available.”  Item (4)(iii) of Rule 12b-2 states:
“Once an issuer fails to qualify for smaller reporting company status, it will
remain unqualified unless it is determined that its public float, as calculated
in accordance with paragraph (f)(1) of this definition, was less than
$50,000,000 as of the last business day of its second fiscal quarter . . .” or “if
that calculation results in zero because the issuer had no public equity
outstanding or no market price for its equity existed, if the issuers had
annual revenues of less than $40,000,000 during the previous fiscal year.”

We make reference to these
multiple definitions of a smaller reporting company because the Cooperative
does not have a public float.  The nature
of the Cooperative is such that its units are not and will not be listed on a
market nor will any public equity be issued and outstanding.  Because the Cooperative does not have a
public float, it is difficult for it to qualify as a smaller reporting
company.  As indicated in the financial
statements of the Cooperative, the revenue of the Cooperative is an amount
equal to what Cargill pays the Cooperative’s members for their corn.  Currently, the Cooperative’s members annually
deliver 15,490,480 bushels of corn to Cargill.
Calculating revenue for the Cooperative is a factor of the average
per-bushel price paid by Cargill each year.
Because corn is a commodity, the per bushel price fluctuates, but it
generally fluctuates such that it pushes the Cooperative’s revenue over
$40,000,000 or $50,000,000 for any given year.
The annualized per bushel price of corn would have to fall below $3.23
to meet the $50,000,000 test or $2.59 to meet the $40,000,000 test.  Generally, the per bushel price for corn is
$3.50.

As indicated above, the
Cooperative’s revenues will fluctuate year-to-year based on the per-bushel
price of corn.  This fluctuation in
revenues could result in the Cooperative moving in and out of the definition of
a smaller reporting company on an annual basis.
Further to this discussion Cooperative has determined that it is currently
a non-accelerated filer since its annual revenues for 2009 were in excess of
$50,000,000.

Item 1.
Business

Business Operations, page 4

2.                                      We note that you have revised your arrangement with your members and
Cargill effective January 1, 2010, based on disclosure on page F-7.  Please clarify that your disclosure relates
to periods after January 1, 2010, and that arrangements prior to that date
were different.

2

RESPONSE:

Yes, our disclosure relates
to periods after January 1, 2010 and the contractual arrangements prior to
that date as well as August 31, 2009 were different.  Our financial statements discuss both our
historic financial performance as well as our financial performance starting as
of January 1, 2010, so the financial statements include both a past
discussion of the arrangement between our members and Cargill as well as a
going-forward discussion.  The
contractual arrangement prior to our reorganization effective September 30,
2009 is not relevant going forward so we did not include a discussion of that
arrangement in our disclosure.  In
addition, including such a discussion may confuse our members since that
contractual arrangement is no longer applicable to them and their relations
with Cargill.

Management’s
Discussion and Analysis of Financial Condition and Results of Operation Three
Months Ended March 31, 2010 and March 31, 2009

Revenues, page 12

3.                                      Please
revise your discussion of net corn (expense) and income from ProGold to
describe and quantify the underlying variances between each period.  For example, you should clarify how much in
corn revenues/expenses were generated from the Method A incentive payment and
the Method B agency fee, respectively.  Your
analysis should not merely recite information presented in your statement of
operations.

RESPONSE:

Included in our Amended Registration
Statement for the periods ended June 30, 2010 and 2009 please find a revised
discussion of the net corn expense and income which includes the requested
clarification regarding the revenues and expenses generated during each quarter
from the Method A incentive payment and the Method B agency fees,
respectively.  Below is a portion of
Amended Registration Statement that shows the changes we have made in the
Amended Registration Statement as well as the disclosure we are including in
our Quarterly Report filed on Form 10-Q:

“Revenues.  The Cooperative
can derive revenue from two sources:  our
operations related to facilitating the delivery of our members’ corn, or 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 price Cargill pays to our growers for
their corn.  The Cooperative recognizes
expense equal to this same amount which results in our corn delivery operations
being essentially 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 and our service fee paid to Cargill.  During the six month period ended June 30
2010, our members delivered to Cargill for processing at the facility 2,840,019
bushels of corn using Method A and 5,529,763 bushels of corn using Method B
resulting in incentive fee expense of $142,001 and agency fee income of
$110,595 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 six month periods ended June 30,
2010 and 2009, we recognized net corn expense of $046,000 and $20,000,40,000, respectively, in connection with costs incurred to Cargill
in connection with our corn delivery operation.
For the six month periods ended June 30,
2010 and June 30, 2009 we recognized corn revenue of $10,009,153 and
$12,624,195, with corn expense of $10,086,559 and $12,664,l95 for the same
periods.”

3

The Cooperative derived income from ProGold for the threesix month period ended March 31,June 30, 2010, of $1,560,0003,259,000 an increase of $372,000440,000 or 3116% as compared to the threesix
month period ended March 31,June 30,
2009.

Liquidity
and Capital Resources, page 14

4.                                      We reviewed your response to our prior comment 7 and your tabular
disclosure of contractual obligations.
In order to provide an investor with a better understanding of your
contractual obligations, revise to include a footnote to your table to describe
the nature of such purchase obligations.

RESPONSE:

We have included the revised
the footnotes in our tabular disclosure on Page 14 as follows:

  One to

  Less than

  Three

  Four to

  After Five

  Total

  One Year

  Years

  Five Years

  Years

  Purchase Obligations (1)

  782,000

  46,000

  276,000

  184,000

  276,000

  Operating
  Lease Obligations (2)

  45,000

  4,350

  22,200

  18,450

  0

  Total Contractual Obligations

  $

  827,000

  $

  50,350

  $

  298,200

  $

  202,450

  $

  276,000

(1)
Includes payments due under the Cargill Grain Services Agreement that
terminates December 31, 2017.

(2)
Lease terminates on June 30, 2015

Item
5.  Directors and Executive Officers, page 17

5.                                      Please revise your disclosure to address how the Chairman, 1st Vice Chairman, 2nd Vice Chairman and Secretary are
selected.  Advise us of the basis for
your determination that the disclosure required by Item 401(e)(1) of Regulation
S-K is not required for the Chairman, 1st Vice Chairman and 2nd Vice Chairman.  We may have further comment.

RESPONSE:

Please
find in our Amended Registration Statement the following description regarding
how the chairman, first vice chairman, second vice chairman and secretary are
selected:

“Our
board officers consist of a Chairman, First Vice Chairman, Second Vice Chairman
and Secretary of the board.  These board
offices are populated by members of the board 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

4

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.”

You requested that we advise
you as to the basis of our determination that the disclosure required under
Item 401(e)(1) of regulation S-K is not required for the above discussed
board offices.  Based on the structure of
our Cooperative, each member of the Board of Directors makes these
determinations and the Cooperative does not participate in any of the analysis
or determinations contemplated under item 401(e)(1) of Regulation
S-K.  If your concern is that we provide
disclosure relating to the level of an individual board member’s professional
competence to serve as either chairman, vice chairman or board secretary, we
are of the position that such a determination is not made by the Cooperative
and is in the purview of the individual members of the Board of Directors.  We have attempted to provide all of the
information requested and required under Item 401(e)(1) of Regulation S-K
but the structure of our Cooperative and our Board of Directors does not
necessarily correspond with the structural concerns outlined or contemplated
under Item 401(e)(1) of Regulation S-K.

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

6.                                      We have reviewed your response to prior comment number 15 of our letter
dated May 27, 2010.  In it, you
refer to the New York Stock Exchange definition of independent director.  Please include in the disclosure the
definition to which you refer.

RESPONSE:

Section 303A.02
of the New York Stock Exchange Listed Company Manual provides the following
definition of an independent director:

“In
order to tighten the definition of ‘Independent Director’ for purpose of these
standards:  (a) No director
qualifies as ‘Independent’ unless the Board of Directors affirmatively
determines that the director has no material relationship with the listed
company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with a company).  (b) In addition, a director is not
independent if:  (i) The director
is, or has been within the last 3 years, an employee of the listed company or
immediate family member is, or has been within the last 3 years, an executive
officer, of the listed company.
(ii) The director has received, or has an immediate family member
who has received, during any 12-month period within the last 3 years, more than
$120,000 in direct compensation from the listed company, other than director or
committee fees and pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way on continued
service).  (iii)(A) The director is
a current partner or employee of a firm that is the listed company’s internal
or external auditor; (B) the director has an immediate family member who
is a current partner of such firm; (C) the director has an immediate
family member who is a current employee of such a firm and personally works on
the listed company’s audits; or (D) the director or an immediate family
member was, within the last 3 years, a partner or employee of such a firm and
personally worked on the listed company’s audit within that

5

timeframe.  (iv) The Director or an immediate family
member is, or has been within the last 3 years, employed as an executive
officer of another company or any of the listed company’s present executive
officers at the same time serves or served on that company’s compensation
committee.  (v) The Director is a
current employee, or an immediate family member or an immediate family member
is a current executive officer, of a company that has made payments to, or
received payments from, the listed company for property or services in an
amount which, in any of the last 3 fiscal years, exceeds the greater of
$1,000,000 or 2% of such company’s consolidated gross revenues.  In addition, references to the “listed
company” or “company” include any parent or subsidiary in a consolidated group
with the listed company or such other company as is relevant in determination
under the independent standards set forth in this Section 303A.02(b).”

We
are assuming your request is for us to add the specific definitional reference
to our disclosure and not the text of the definition. To that end we have
revised our disclosure in our Amended Registration Statement as follows:

“Because
all of our members have a financial relationship with the Cooperative as well
as a relationship that may be material to the member, the Board has elected to
determine our directors’ independence usingbased on the definition of an independent director found in Section 303A.02

July 15, 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 1  Filed June 30, 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 with  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, pl ease 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 that you indicate that the compa ny is a non-accelerated filer not a smaller
reporting company.  Please advise us how you determined that the company is not a
smaller reporting company.

Item 1.Business
Business Operations, page 4

2. We note that you have revised your arrangement with your members and Cargill effective
January 1, 2010 based on disclosure on page F-7.  Please clarify that your disclosure
relates to periods afte r January 1, 2010 and that arrangem ents prior to that date were
different.

Mark Dillon, Chief Executive Officer
 Golden Growers Cooperative
July 15, 2010
Page 2

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation
Three Months Ended March 31, 2010 and March 31, 2009
Revenues, page 12

3. Please revise your discussion of net corn (exp ense) and income from ProGold to describe
and quantify the underlying variances between each period.  For example, you should
clarify how much in corn revenues/expe nses were generated from the Method A
incentive payment and the Method B agency f ee, respectively. Your analysis should not
merely recite information presented in your statement of operations.

Liquidity and Capital Resources, page 14

4. We reviewed your response to our prior comment 7 and your tabular disclosure of
contractual obligations.  In order to provide an investor wi th a better understanding of
your contractual obligations, revise to include  a footnote to your ta ble to describe the
nature of such purch ase obligations.

Item 5.    Directors and Executive Officers, page 17

5. Please revise your disclosure to  address how the Chairman, 1st Vice Chairman, 2nd Vice
Chairman and Secretary are selected.  Advise us of the basis for your determination that
the disclosure required by Item 401(e)(1) of  Regulation S-K is not required for the
Chairman, 1st Vice Chairman and 2nd Vice Chairman.  We may have further comment.

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

6. We have reviewed your response to prior comment number 15 of our letter dated may 27, 2010.  In it you refer to the New York Stock Exch ange definition of independent director.
Please include in the disclosure the definition to which you refer.

Financial Statements

General

7. We reviewed response to our prior commen t 20.  Your response did not address our
comment, thus the comment will be reissu ed.  We reviewed your 2008 Annual Report
previously included on your website, www.goldengrowers.com , and noted material
differences between your prior year financial information presented therein and your prior year information include d in this amended Form 10.  Specifically, we note changes
were made to the Balance Sheet, Statement of  Cash Flows and Statement of Changes in
Members’ Equity.  For example, you included a 2008 investment in US BioEnergy in your financial statements included on your website, but no such investment was included
in your financial statements in  your amended Form 10.  Please tell us about the nature of
these changes, reconcile them to your curren t financial statements and tell us how you
considered FASB ASC 250- 10-45 in your analysis.

Mark Dillon, Chief Executive Officer
 Golden Growers Cooperative
July 15, 2010
Page 3

Notes to Financial Statements
Note 1 – Nature of Operations, F-6

8. For the period from September 1, 2008 through December 31, 2008, we note you presented net corn (expense) of $0 here, wh ereas in your discussion of your results of
operations for this period on page 13, you indicate this amount was $21,000.  Please
reconcile this apparent  inconsistency.

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition, F-7

9. We reviewed your response to our prior comment 24, noting you recognized corn
revenue based on what Cargill, your agent, paid your members for their corn and that
corn expense was determined by the Board.  It appears from your disclosure throughout
your registration statement that total corn expense would be the amount paid to your
members by Cargill plus the costs incurred by you in c onnection with Cargill’s corn
procurement services.  If Board approval is rela ted solely to the latter  of those costs (i.e.
the procurement were not charged to memb ers in 2009, 2008 and 2007), please revise to
clarify your disclosure accordingly.  On the other hand, if the Board determines all of the
corn expense to be recognized, pl ease revise your disclosure to  clarify this point and tell
us when such determination is made each year.
10. In connection with the comment above, please te ll us if there is a re lationship between the
Board’s determination of corn expense as de scribed herein and the Board’s determination
of distributions to members as disclosed on page 26.
 Note 6 – Employee Benefit Plans, F-10

11. We reviewed your response to our prior comment 27, noting your assertion that your pension plan is considered immaterial to the financial statements and, as a result,
disclosures required by FASB ASC 715 are not  provided.  Please provide us with the
analysis you performed to conclude your pension plan is imma terial and include a
discussion of the total pension liabilit y and the pension’s funded status.

12. In connection with the comment above, we note in your response to our prior comment 27 that your pension plan applie s to only one eligible par ticipant, yet in your updated
disclosure you have indicated  that the pension plan rela tes to two employees.  Please
reconcile this apparent  inconsistency.

Mark Dillon, Chief Executive Officer
 Golden Growers Cooperative
July 15, 2010
Page 4

 You may contact Jamie Kessel at (202) 551-3727 or Brian Bh andari at (202) 551-3390, if
you have questions regarding the fi nancial 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

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

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