UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~September 2928, 2007

US BioEnergy Corporation

(Exact name of registrant as specified in its charter)

South Dakota	001-33203	20-1811472
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
5500 Cenex Drive, Inver Grove Heights, MN		55077
(Address of principal executive offices)		(Zip Code)

5500 Cenex Drive, Inver Grove Heights, MN		55077
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (651) 554-5000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 2. Other Events.
	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Section 9. Financial Statements and Exhibits.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
Press Release, dated August 29, 2007


Item 1.01 Entry into a Material Definitive Agreement; and
Item 1.02 Termination of a Material Definitive Agreement
Item 5.02(d) — Election of Directors
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Form of Change in Control Agreement
Aircraft Lease Agreement
Termination Agreement
Certain Relationships
Press Release

~~Section~~ Item 21.01 ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement; and

Item 21.~~01.~~02 ~~Completion~~Termination of ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets.~~Agreement

OnDirector ~~August 29, 2007, US BioEnergy completed the acquisition of Millennium Ethanol, LLC. Total~~Compensation aggregate net consideration for the transaction, after giving effect to the exercise of all Millennium’s outstanding Class C purchase rights, was approximately $130,922,000 million, comprised of approximately 11,293,000 shares of US BioEnergy Common Stock and approximately $11,565,000 in cash. Millennium is constructing a 100 mmgy dry mill ethanol plant in Marion, South Dakota. Millennium’s unitholders will receive $0.1787 and 0.1745 shares of US BioEnergy common stock for each Class A unit held, $0.5888 and 0.5750 shares of US BioEnergy common stock for each Class B unit held and $0.1886 and 0.1842 shares of US BioEnergy common stock for each Class C unit held. The consideration for the Millennium transaction was determined by arms-length negotiations between Millennium and US BioEnergy.

~~Fagen,~~ Following ~~Inc.~~our isCompensation ~~owned and controlled by Ron Fagen, one of US BioEnergy~~Committee’s ~~founders~~review ~~and~~of ~~principal shareholders.~~the ~~Ron~~existing ~~Fagen~~terms ~~served as one~~ of UScompensation ~~BioEnergy’s~~for non-employee directors, ~~from~~on ~~US BioEnergy’s inception in~~ October ~~2004~~2, ~~until June 2006 and~~2007, ~~prior to~~ the ~~Millennium~~Compensation ~~transaction,~~Committee ~~beneficially~~approved ~~owned~~modifications to ~~approximately~~the ~~21.0%~~terms of UScompensation ~~BioEnergy’s~~to ~~outstanding~~be ~~common~~paid ~~stock,~~to ~~either~~our ~~individually~~non-employee ordirectors. ~~through~~Effective ~~his ownership~~January 1, ~~or control of Platte Valley Energy~~2008, ~~LLC~~the compensation ~~and~~terms ~~Global~~for ~~Ethanol,~~non-employee ~~Inc.~~members ~~Jennifer~~of ~~Johnson,~~our ~~one~~board of US ~~BioEnergy’s~~ directors, iswill ~~the~~be ~~chief~~as ~~financial~~described ~~officer of Fagen, Inc~~below.

~~Ron~~Annual ~~Fagen~~Cash ~~and his wife, Diane Fagen, were the holders of two million Millennium Class A units, and~~Retainer ~~will receive merger consideration in the transaction consisting of approximately 349,000 shares of US BioEnergy common stock and approximately $357,000 in cash with respect to such units.~~

~~Millennium~~ The ~~has~~non-employee ~~entered~~members ~~into~~of aour ~~fixed-price~~board ~~engineering,~~of ~~procurement,~~directors ~~and~~will ~~construction~~receive ~~contract~~annual ~~with~~cash retainers of ~~Fagen~~$40,000 ~~Inc.~~ in connection with ~~the~~their ~~design,~~services ~~construction~~as ~~and~~directors. ~~operation~~The chairman of ~~Millennium’s~~our ~~ethanol~~audit ~~plant~~committee ~~under~~receives ~~which~~an ~~Fagen,~~additional ~~Inc.~~annual ~~will~~retainer ~~construct~~of ~~the~~$9,000, ~~plant~~with ~~for~~audit acommittee ~~fixed~~members ~~price~~each receiving additional annual retainers of $~~105~~6,~~997,~~000. ~~(which~~The ~~has~~chairman ~~been~~of each of our compensation, finance and ~~reduced~~planning, toand nominating and corporate governance committees currently receives an additional annual retainer of $~~105~~6,~~782,~~000, aswith the members of ~~March 31,~~those ~~2007~~committees ~~through~~each ~~signed~~receiving ~~change~~additional ~~orders)~~annual retainers of $4,000.

O. The ~~Wayne~~annual ~~Mitchell,~~cash ~~who~~board ~~served as a US BioEnergy director~~ and ~~vice~~committee ~~president~~retainers ~~from~~are ~~its~~paid ~~inception until~~quarterly ~~June 2006,~~in ~~formerly served as a senior vice president of Fagen~~arrears, ~~Inc.~~with ~~Brian Thome, US~~prorated ~~BioEnergy’s~~payments ~~former~~paid ~~president, served as a director of financial investments of Fagen, Inc., from December 2004~~ to ~~March 2006,~~those ~~during~~who ~~which~~commence ~~time~~serving ~~Mr. Thome also served~~ as ~~one~~non-employee ~~of US BioEnergy’s~~ directors mid-quarter.

~~Fagen,~~Annual ~~Inc.,~~Restricted ~~constructed~~Stock ~~all of US BioEnergy’s operating ethanol plants and also is currently~~Grant ~~constructing US BioEnergy’s Hankinson, Janesville and Dyersville ethanol plants. For the year ended December 31, 2006, US BioEnergy paid Fagen, Inc. $188.4 million for construction services.~~

In On ~~connection~~the ~~with~~date USof ~~BioEnergy’s~~each ~~acquisition~~ of ~~Platte~~our ~~Valley~~annual ~~Fuel Ethanol~~meetings, ~~LLC’s~~each ~~business,~~non-employee USdirector who continues to serve ~~BioEnergy~~on ~~assumed~~such adate ~~pre-engineering~~will ~~services~~receive ~~agreement~~restricted shares of our common stock with ~~Fagen~~a ~~Engineering,~~value ~~LLC~~of $65,000, anwith prorated ~~entity~~awards ~~owned~~to be paid to non-employee directors who commenced serving as non-employee ~~and~~directors ~~controlled~~after bythe ~~Ron~~previous ~~Fagen~~annual shareholders meeting. ~~Under~~The restricted shares will vest on the first ~~pre~~anniversary of the grant date. Non-~~engineering~~employee ~~services~~directors ~~agreement,~~may ~~Fagen~~elect ~~Engineering received~~to receive all or a ~~fixed~~portion of ~~fee~~their ~~for~~annual ~~time~~cash ~~and~~retainer ~~expenses~~in shares of ~~$92,500.~~our Incommon ~~addition,~~stock ~~for~~under the ~~year~~2006 ~~ended~~Stock Incentive Plan.

Meeting Fees; Reimbursement for Expenses

Non-employee directors do not receive meeting fees for attending (in person or by teleconference) board or committee meetings. Our non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings.

Change in Control Agreements

In connection with our Compensation Committee’s review of the Company’s compensation practices for executive officers, the Compensation Committee of our board of directors recognized that, as is the case with many publicly held corporations, the possibility of a change in control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. As a consequence, the Compensation Committee has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control.

On September 28, 2007, the Company entered into change in control agreements with each of Gordon Ommen, Chief Executive Officer and President, Richard Atkinson, Senior Vice President and

~~December 31~~Chief Financial Officer, ~~2006~~Gregory Schlicht, ~~UBE~~Vice ~~Services~~President, ~~LLC~~General ~~subleased~~Counsel ~~certain~~and ~~space~~Corporate Secretary, inChad ~~Wichita~~Hatch, ~~Kansas~~Vice President of Corporate Development, and Kim Regenhard, Vice President of Human Resources and Communications, in a form approved by the Compensation Committee of the board of directors of the Company. The change in control agreements provide severance payments and benefits to ~~Fagen~~the applicable executive if the executive’s employment with the Company is terminated ~~Engineering~~by the Company other than for $8cause or if the executive resigns for good reason,~~790~~ in either case within two years following a change in control of the ~~aggregate~~Company. The change in control agreements are intended encourage the continued attention of the executive to his or her duties with the Company without distraction which may be entailed by the possibility of a change in control of the Company.

In Pursuant ~~March 2006~~to the change in control agreements, ~~Ron~~each ~~Fagen~~of ~~and~~the ~~Platte~~foregoing ~~Valley~~officers ~~Energy,~~would ~~LLC,~~be anentitled to ~~entity~~the ~~controlled~~following byseverance ~~Ron~~benefits ~~Fagen~~in ~~and~~the ~~Diane~~event his or her employment was terminated under the ~~Fagen,~~qualifying ~~purchased~~circumstances ~~310,312~~described above within two years following a change in control: (i) a severance payment equal to two times (three times for Mr. Ommen) of the sum of the executive’s annual base salary and ~~1,675,000~~the ~~shares~~higher of USthe ~~BioEnergy~~executive’s ~~common~~target ~~stock,~~annual ~~respectively,~~bonus for ~~a purchase~~the ~~price~~year of termination ~~approximately~~or ~~$2.5~~the bonus paid to the executive in the prior year; and (ii) ~~million~~continued medical, dental and ~~$13~~vision insurance benefits for 24 months (36 months in the case of Mr.4 ~~million,~~Ommen) ~~respectively~~following termination. Under the change in control agreements, all then unvested equity awards will also immediately vest upon the occurrence of a change in control of the Company. If an officer is subject to a ~~private~~“golden parachute” excise tax under Section 4999 of the Internal Revenue Code, ~~placement~~payments ~~transaction~~under the change in control agreement will be reduced to the extent necessary so that no excise tax is imposed upon the executive.

In A ~~April 2006,~~form ~~US BioEnergy acquired Platte Valley Fuel Ethanol, LLC. In connection with that transaction, the holders~~ of ~~membership~~Change ~~interests~~ in ~~Platte~~Control ~~Valley~~Agreement ~~Fuel~~as ~~Ethanol,~~entered ~~LLC~~into ~~received~~between ~~an aggregate~~the ofCompany ~~11,249,995 shares of US BioEnergy common stock, valued at approximately $100.8 million,~~ and ~~approximately~~each ~~$40.0 million in cash. Among these holders were Platte Valley Energy, LLC, Aaron Fagen, Evan Fagen, Jennifer Johnson and O. Wayne Mitchell, who received an aggregate~~ of ~~7,250,062,~~ ~~22,060, 66,180, 22,060 and 22,060 shares of US BioEnergy common stock and approximately~~the ~~$25.8 million;~~aforementioned ~~$78,000,~~executives ~~$235,000, $78,000, and $78,000 in cash, respectively. Platte Valley Energy, LLC~~ is ~~controlled~~incorporated by ~~Ron~~reference ~~Fagen~~herein and ~~Diane~~is ~~Fagen.~~attached ~~Aaron~~hereto ~~Fagen~~as ~~and Evan Fagen are Ron and Diane~~Exhibit ~~Fagen’s adult children~~10. ~~In September 2006, the name of Platte Valley Fuel Ethanol, LLC was changed to US Bio Platte Valley, LLC~~1.

InAircraft ~~connection with the acquisition of Platte Valley Fuel Ethanol, LLC in April 2006, US BioEnergy~~Leases acquired 50.18% of the membership interests of Val-E Ethanol, LLC. Concurrently with the Platte Valley Fuel Ethanol transaction, US BioEnergy acquired the remaining 49.82% membership interests in Val-E Ethanol. In connection with this transaction, holders of 49.82% of the membership interests in Val-E Ethanol received an aggregate of 1,551,250 shares of US BioEnergy common stock, valued at approximately $13.9 million. Among these holders were Ron Fagen, Aaron Fagen, Evan Fagen and Jennifer Johnson, who received 37,500, 6,250, 6,250 and 6,250 shares of US BioEnergy common stock, respectively. In September 2006, the name of Val-E Ethanol, LLC was changed to US Bio Ord, LLC.

On ~~April 16~~October 2, 2007, ~~each of~~ US ~~Bio Ord, LLC (“Ord”), a Nebraska limited liability company and a wholly-owned subsidiary of US~~ BioEnergy, and ~~United~~Capitaline ~~Bio Energy Ingredients~~Advisors, LLC, aterminated ~~Kansas~~that ~~limited liability~~certain ~~company and a wholly-owned subsidiary of US BioEnergy (“UBE Ingredients”), entered into~~Aircraft ~~separate Railroad Car~~ Lease ~~Agreements (collectively~~Agreement, ~~the~~dated ~~“Lease Agreements”) with Midwest Ethanol Transport~~January 1, ~~LLC~~2007, arelating ~~Minnesota~~to ~~corporation~~the ~~(“Midwest~~Cessna ~~Ethanol”).~~T182T ~~Midwest Ethanol is controlled by Ron Fagen~~Skylane, ~~Diane~~and ~~Fagen,~~US ~~Aaron~~BioEnergy ~~Fagen~~ and Capitaline ~~Evan~~Flight ~~Fagen~~Services, ~~who own 26%~~LLC, ~~26%,~~an ~~24%~~affiliate ~~and 24%~~ of ~~its~~Capitaline ~~outstanding membership interests~~Advisors, ~~respectively.~~LLC ~~Under~~entered ~~the~~into an Aircraft Lease ~~Agreements~~Agreement, ~~Ord~~dated ~~and~~October ~~UBE Ingredients are to lease from Midwest Ethanol~~2, ~~respectively~~2007, 50relating ~~railroad~~to ~~tank~~a ~~cars~~Cessna ~~with~~206. ~~approximate~~The ~~capacity~~lease offor ~~30,000 gallons per car at~~ the ~~base~~Cessna ~~monthly~~206 provides ~~rate~~that ofeither ~~$735~~party ~~per~~has ~~car~~the ~~and~~right ~~100~~to ~~railroad~~terminate ~~hopper~~the ~~cars with~~lease ~~approximate~~for ~~capacity~~any ofreason ~~6,351~~upon ~~cubic~~thirty ~~feet~~days atprior ~~the~~written ~~base monthly rate of $675 per car~~notice.

A Capitaline ~~copy~~Advisors, ofLLC ~~the~~is ~~Agreement~~100% owned and ~~Plan~~controlled ofby ~~Merger~~Gordon W. Ommen, ~~dated~~the asCompany’s chief executive office, president and chairman of ~~May~~the board. Mr. ~~31,~~Ommen ~~2006,~~beneficially ~~among~~owns USapproximately 9.34% ~~BioEnergy~~of the Company’s outstanding common stock either individually or through his ownership and ~~Corporation~~control of BirdDog Capital, USLLC, ~~Bio~~Mr. Ommen’s ~~Acquisition~~private ~~Sub~~investment company, and Capitaline Advisors, LLC, ~~and~~which ~~Millennium~~is ~~Ethanol~~the manager of Capitaline General Partner, LLC, asthe ~~amended~~general partner of a number of Capitaline investment funds. Steve Myers, one of the Company’s former directors, is ~~attached~~the president ~~hereto~~of asCapitaline Advisors. See Exhibit 299.1, for additional information regarding certain relationships between the Company and ~~incorporated~~Capitaline ~~herein~~Advisors, byLLC ~~reference~~and its affiliates.

~~On August~~Section ~~29,~~5. ~~2007,~~Corporate USGovernance ~~BioEnergy issued a press release announcing the completion of the acquisition, a copy of which is attached hereto as Exhibit 99.1,~~ and ~~incorporated herein by~~Management ~~reference.~~

Item 5.02(d) — Election of Directors

On October 2, 2002, Charles R. Haynor was appointed to our Board of Directors as Class III director. Mr. Haynor’s current term will expire in 2009. Mr. Haynor, age 57, is an attorney and shareholder in the firm of Briggs and Morgan, Professional Association where he has been employed

~~Section 9~~since 1975 representing financing institutions, real estate developers, and other businesses in regulatory, lending, dispositions, acquisitions, and general corporate matters. ~~Financial~~He ~~Statements~~is currently on the board of directors of Briggs and ~~Exhibits~~Morgan and also serves on several non-profit boards.

There is no arrangement between Mr. Haynor and any other person pursuant to which Mr. Haynor was selected as a director.

Mr. Haynor has been appointed to serve on our Compensation Committee and Nominating and Corporate Governance Committee. The other members of the Compensation Committee are James B. Morgan (chairman) and James E. Dauwalter. The other members of the Nominating and Corporate Governance Committee are Mr. Dauwalter (chairman) and Mark A. Ruelle. The members of our Audit Committee continue to be Mr. Ruelle (chairman), Mr. Dauwalter and Mr. Morgan. Our Finance and Planning Committee consists of Jay D. Debertin (chairman), Jennifer A. Johnson and Clifford F. Mesner.

There have been no transactions or proposed transactions between Mr. Haynor, or members of their immediate families, and us requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Change in Control Agreement
2.1		Agreement and Plan of Merger, dated as of May 31, 2006, by and among US BioEnergy Corporation, US Bio Acquisition Sub, LLC and Millennium Ethanol, LLC, as amended (incorporated by reference to Annex A to the proxy statement/prospectus forming a part of Amendment No. 1 to US BioEnergy Corporation’s Registration Statement on Form S-4, filed with the SEC on July 27, 2007, File No. 333-144246)
10.2		Aircraft Lease Agreement, dated October 2, 2007, between US BioEnergy Corporation and Capitaline Flight Services, LLC, relating to the lease of a Cessna 206
99.1		Press Release, dated August 29, 2007
10.3		Termination Agreement, dated October 2, 2007, between US BioEnergy Corporation and Capitaline Advisors, LLC
99.1		Certain Relationships between US BioEnergy Corporation and Capitaline Advisors, LLC and Affiliates
99.2		Press Release, dated October 3, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	US BIOENERGY CORPORATION
	/s/ Gregory S. Schlicht
Date: August 29, 2007	By: Gregory S. Schlicht
Date: October 3, 2007	By: Gregory S. Schlicht
	Its: Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit Number		Description
Exhibit
2.1		Agreement and Plan of Merger, dated as of May 31, 2006, by and among US BioEnergy Corporation, US Bio Acquisition Sub, LLC and Millennium Ethanol, LLC, as amended (incorporated by reference to Annex A to the proxy statement/prospectus forming a part of Amendment No. 1 to US BioEnergy Corporation’s Registration Statement on Form S-4, filed with the SEC on July 27, 2007, File No. 333-144246)
No.		Exhibits
99.1		Press Release, dated August 29, 2007
10.1		Form of Change in Control Agreement
10.2		Aircraft Lease Agreement, dated October 2, 2007, between US BioEnergy Corporation and Capitaline Flight Services, LLC, relating to the lease of a Cessna 206
10.3		Termination Agreement, dated October 2, 2007, between US BioEnergy Corporation and Capitaline Advisors, LLC
99.1		Certain Relationships between US BioEnergy Corporation and Capitaline Advisors, LLC and Affiliates
99.2		Press Release, dated October 3, 2007

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