UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 1 TO

FORM 10-K

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended August 31, 2008.

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission File Number: 000-51096

Golden Oval Eggs, LLC

(Exact name of registrant as specified in its charter)

Minnesota		20-0422519
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1800 Park Avenue East, P.O. Box 615

Renville, MN 56284

(Address of principal executive offices)

(320) 329-8182

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Class A Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer o		Accelerated Filer o		Smaller Reporting Company o		Non-Accelerated Filer x
						(Do not check of a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Golden Oval Eggs, LLC is a limited liability company whose common equity, consisting of its Class A Units, is subject to significant restrictions on transfer under its Limited Liability Company Agreement. No public market for voting and non-voting common equity of Golden Oval Eggs, LLC is established and it is unlikely in the foreseeable future that a public market for its voting and non-voting common equity will develop.

As of January 21, 2009, there were outstanding 5,522,742 Class A Units.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

Description of Amendment

This Amendment No. 1 to the Annual Report on Form 10-K of Golden Oval Eggs, LLC is being filed to provide the information called for by Items 10-14 of Part III of Annual Report on Form 10-K for the year ended August 31, 2008. Therefore, Items 10-14 of Part III are hereby amended to read as stated below.

This Amendment No. 1 to the Annual Report on Form 10-K of Golden Oval Eggs, LLC is also being filed to report certain information under Part II, Item 9B of Annual Report on Form 10-K for the year ended August 31, 2008 as set forth below.

PART II

ITEM 9B. OTHER INFORMATION

On January 27, 2009 we entered into amended and restated employment agreements with each of Dana Persson, our President/Chief Executive Officer, Thomas A. Powell, our Chief Financial Officer, and Robert A. Harrington, our Chief Operating Officer and Executive Vice President of Marketing. These three individuals are our “Named Executive Officers,” as defined below. The terms of the amended and restated employment agreements are summarized below under Item 11 “Executive Compensation — Employment Agreements and Post-Employment Compensation.”

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Under our Limited Liability Company Agreement, the number of managers is to be set by the Board of Managers, but may not be less than five. The Board has set the number of managers at seven. We currently have six managers and one vacancy. Our Limited Liability Company Agreement provides that the Board of Managers is classified into three classes, the members of each class to serve for a staggered term of three years. As the term of each class expires, the successors to the managers in that class will be elected for a term of three years. Below is certain biographical and other information regarding our managers.

Information Regarding Our Managers

Name and Address	Age	Position	Term Expires
Chris Edgington	48	Manager, Chairman of the Board	2011

Marvin Breitkreutz	66	Manager	2011

Mark Chan	50	Manager	2011

Howard Dahlager	61	Manager, Vice Chairman of the Board	2009

Loren Norgaard	59	Manger	2009

Paul Wilson	54	Manager, Secretary/Treasurer of the Board	2010

Chris Edgington. Mr. Edgington has served as a director of the predecessor cooperative from February 2000 through the date of conversion and has served as a manager since that time. He currently serves on the board of Ag Ventures Alliance. Since 1984, Mr. Edgington has been actively involved in his

family farming operation, which raises corn, soybeans, sweet corn, peas and millet as well as a cow and calf herd.

Marvin Breitkreutz. Mr. Breitkreutz previously served as a director of the cooperative from since its formation in 1994 and now serves as a manager. He previously served as Vice Chairman. He also serves as Chairman of the Red River Valley Farmers Insurance Pool. Marvin has served on the board for the Southern Minnesota Sugar Beet Cooperative, as well as being a past township supervisor and previous chairman of the Renville County Farm Bureau. Marvin lives and farms near Renville, Minnesota where he raises sugar beets, corn and soybeans.

Mark Chan. Mr. Chan previously served as a director of the cooperative from February 2000 through the date of the cooperative’s conversion and now serves as a manager. He previously served as Vice Chairman and as Secretary/Treasurer. Also, Mr. Chan was a past director of Co-Op Country Farmers Elevator and ValAdCo. Mark is an owner and manager of a family farm operation near Renville, Minnesota that raises corn, soybeans, sugar beets, and green peas.

Howard Dahlager. Mr. Dahlager was elected as a manager at the Annual Meeting of Members held on March 29, 2006 and currently serves as Vice Chairman. Since 1981, Mr. Dahlager has been a controlling shareholder and officer of JSF, Inc. In addition to farming approximately 2,000 acres of corn, soybeans, wheat and sugar beets, JSF operates a seed conditioning facility that works with Stine Seed Company to distribute soybean seed throughout southern Minnesota. He has previously served on the boards of Minnesota Crop Improvement Association, Minnesota Corn Processors, LLC and Minnesota Soybeans Growers Association. Mr. Dahlager received his Bachelor of Science degree in mathematics from Moorhead State University.

Loren Norgaard. Mr. Norgaard has served as our manager since December 18, 2007. Since 2005, Mr. Norgaard has been semi-retired. Currently he is a part-time estimator and project manager for SB Restoration. From 1972 to 2004, Mr. Norgaard operated Norgaard Farms, a corn and soybean farm, as well as a hog operation, in Hazel Run, Minnesota. Since 1992, he has been a board member of BCH Enterprises LLP, a farrow to finish operation in Boyd, Minnesota. From 1984 to 1997, Mr. Norgaard was a board member of TriLine Elevator and served as the board secretary for eleven of those years. From 1992 to 2002, Mr. Norgaard was a board member of Phenix BioComposites, a company that developed and produced biocomposite material. Mr. Norgaard is a graduate of Concordia College, Moorhead.

Paul Wilson. Mr. Wilson began serving as a manager March 15, 2005 and is currently the Secretary/Treasurer of the Board. Since 2000, Mr. Wilson has been Vice-President/Loan Officer of the F & M Bank in Clarkfield, Minnesota, where he has been employed since 1998. A fifth generation farmer, he has experience raising grain and turkeys on his family farm. Currently, Mr. Wilson serves on the boards of the Economic Development Association and the Upper Minnesota Valley Business Development Association. Mr. Wilson served on the Clarkfield Charter School Board and is President of the Clarkfield Lions Club.

Committees of the Board of Managers

Our Board of Managers has appointed a Compensation Committee, an Audit Committee, and a Nominating Committee.

The Compensation Committee makes recommendations to our Board of Managers regarding equity and compensation plans, approves certain transactions with officers and managers, and grants awards of our Class A Units. The Compensation Committee operates under a written charter adopted on November 29, 2006 that may be found by following the “Board of Managers” link under the “Company” section of our website at www.goldenovaleggs.com. Messrs. Wilson, Dahlager and Edgington currently serve as the members of the Compensation Committee. The Compensation Committee met once in fiscal year 2008.

The Audit Committee selects the independent auditors, reviews the scope of audit and other services by the independent auditors, reviews the accounting principles and auditing practices and procedures to be used for our financial statements and reviews the results of those audits. The Audit Committee operates under a written charter adopted on November 29, 2006 that may be found by following the “Board of Managers” link under the “Company” section of our website at www.goldenovaleggs.com. Messrs. Norgaard, Chan and Breitkreutz serve as members of the Audit Committee. While none of the current members of the Audit Committee qualify as an “audit committee financial expert” within the meaning of Securities and Exchange Commission regulations, the Board of Managers believes that the members of the Audit Committee collectively have such knowledge and expertise to perform their duties as members of the Audit committee. The Audit Committee met once in fiscal year 2008.

The Nominating Committee recommends nominees to our Board of Managers. Messrs. Norgaard, Wilson, and Dahlager served as the members of the Nominating Committee for the selection of nominees for election at the April 2008 annual meeting. Currently, Mr. Breitkreutz is the sole member of the Nominating Committee. The Nominating Committee acts under a written charter adopted on November 29, 2006 that may be found by following the “Board of Managers” link under the “Company” section of our website at www.goldenovaleggs.com. The Nominating Committee met four times in fiscal year 2008.

Compensation Committee Report

The following report of the Compensation Committee shall not be deemed to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that the Company specifically incorporate it by reference in such filing.

The Compensation Committee has reviewed and discussed the section of this Annual Report on Form 10-K for the year ended August 31, 2008 entitled Compensation Discussion and Analysis (the “CD&A”) with management. In reliance on this review and discussion, the Compensation Committee recommended to the Board of Managers that the CD&A be included in this Annual Report on Form 10-K for the year ended August 31, 2008 for filing with the Securities and Exchange Commission.

By the Compensation Committee of the Board of Managers

Paul Wilson, Howard Dahlager and Chris Edgington

Information Regarding Our Executive Officers

Below is certain biographical and other information regarding our current executive officers.

Name	Age	Position
Dana Persson	51	President/Chief Executive Officer
Thomas A. Powell	57	Chief Financial Officer
Robert A. Harrington	48	Chief Operating Officer and Executive Vice President of Marketing

Dana Persson. Mr. Persson served as our President and Chief Executive Officer from our formation as a cooperative in 1994 through the conversion of the cooperative to our limited liability company and through to the present. He presently serves on the board of directors of Parthenon Risk Partners. Prior to 1994, he served as President/CEO of Co-op Country Farmers Elevator of Renville, Minnesota, and general manager of a number of grain marketing and farm supply cooperatives in Minnesota. Mr. Persson has a degree in Agricultural Business from Ridgewater College in Willmar, Minnesota.

Thomas A. Powell. Mr. Powell was appointed as our Chief Financial Officer effective July 1, 2007 after serving as our Interim Chief Financial Officer since October 12, 2006. Since August 2005, Mr. Powell has been a partner of Tatum LLC, an executive services firm. While a partner of Tatum, Mr. Powell served as the Chief Financial Officer of The Steak-Umm Company, Inc., a provider of frozen sliced beef to the grocery and mass merchandise trade, from August 2005 to March 2006. Prior to joining Tatum, Mr. Powell served as the Chief Financial Officer of Michelin Footwear, a licensee of Michelin, the French tire company, from March 2004 to July 2005. From July 2002 to March 2004, he was engaged in consulting and self-employed. From September 1997 to December 2000, Mr. Powell served first as the Chief Financial Officer and then from December 2000 to July 2002 as the Vice President and General Manager of Alden Merrell Fine Desserts. Mr. Powell has a Bachelors Degree in Economics from the University of Pennsylvania and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

Robert A. Harrington. Mr. Harrington was appointed as our Chief Operating Officer and Executive Vice President of Marketing on May 23, 2006. From April 2006 to May 2006, Mr. Harrington was a consultant to us focusing on the creation of the business and acquisition/integration plan. From April 2003 to March 2006, Mr. Harrington served as Senior Vice President of Sales & Marketing for Novartis Nutrition Corporation in Minneapolis, Minnesota. From October 2000 to March 2003, Mr. Harrington was Senior Vice President of Sales of Novartis Nutrition Corporation in Minneapolis. Novartis Nutrition Corporation, a subsidiary of Novartis AG, Basel, is a global pharmaceutical and consumer healthcare products company. Mr. Harrington earned a B.S. in Business Administration from Minnesota State University Mankato.

Code of Ethics

On November 29, 2006, we adopted a Code of Ethics and Business Conduct that applies to all managers, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the “Code”). The Code is a written code of ethics designed to deter wrongdoing and to promote (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and (5) accountability for adherence to the Code. The Code may be found by following the “Board of Managers” link under the “Company” section of our website at www.goldenovaleggs.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act requires our managers and executive officers, and persons who own more than 10% of our Class A Units, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Class A Units and our other equity securities. The insiders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file, including Forms 3, 4, and 5.

To our knowledge, based solely on review of the copies of such reports furnished to us, during the fiscal year ended August 31, 2008, all Section 16(a) filing requirements applicable to our insiders were complied with.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis describes our compensation objectives and policies as applied to the following executive officers who are referred to in this Annual Report on Form 10-K as the Named Executive Officers:

· Dana Persson, our Chief Executive Officer;

· Thomas A. Powell, our Chief Financial Officer; and

· Robert A. Harrington, our Chief Operating Officer.

This section is intended to provide a framework within which to understand the actual compensation awarded to or earned by the Named Executive Officers during 2008, as reported in the compensation tables and accompanying narrative sections appearing elsewhere in this Item 11 of our Annual Report on Form 10-K.

Role of the Compensation Committee in the Compensation Process

The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our Chief Executive Officer and other senior management, including overseeing all significant aspects of our compensation plans and benefit programs, and approving performance-based compensation and metrics. The Compensation Committee annually reviews the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance.

In carrying out its duties, the Compensation Committee reviews and approves specific compensation programs, including a cash bonus program tied to our financial performance and base salary amounts.

Role of Compensation Consultant and Management in the Compensation Process

Under the Compensation Committee’s charter, the Compensation Committee has the authority to retain, at the Company’s expense, such independent counsel or other advisers as it deems necessary to carry out its responsibilities. In July 2006, the Compensation Committee selected The Stanton Group, an executive compensation consultant, to assist it in determining the amount and form of executive officer for fiscal year 2007. In determining to engage The Stanton Group, the Compensation Committee considered matters bearing upon the independence of The Stanton Group, including the fact that to the Compensation Committee’s knowledge, The Stanton Group did not perform work for any of our management, either personal in nature or relating to our executive compensation.

The consultants provided information from peer companies in the food business with similar numbers of employees that was used in the Compensation Committee’s deliberations on setting executive compensation to reflect the larger and more complex organization that resulted from the Moark transaction. Although there was no transaction of a similar nature in fiscal 2008, the Stanton Group was utilized to ensure that the design of the compensation system and metrics were indeed appropriate to align the interests of the unitholders and the executives.

In determining compensation for Named Executive Officers other than the Chief Executive Officer, the Compensation Committee solicits input from the Chief Executive Officer regarding the duties and responsibilities of the other executive officers and the results of performance reviews. The Chief Executive Officer also recommends to the Compensation Committee the base salary for all Named Executive Officers and the amount of potential awards under the discretionary cash bonus program.

None of the Named Executive Officers, other than the Chief Executive Officer, has a role in establishing executive compensation. From time to time, the Named Executive Officers are invited to attend meetings of the Compensation Committee. However, no Named Executive Officer attends any executive session of the Compensation Committee or is present during deliberations or determination of such Named Executive Officer’s compensation.

Executive Compensation Philosophy

The Compensation Committee’s policy is to set executive compensation at levels that are sufficiently competitive with food processing companies of comparable size to attract, retain and motivate the highest quality individuals to contribute to our goals, objectives and overall financial success.

The Compensation Committee’s objectives with respect to the compensation of our executive officers are based on the principles that compensation should, to a significant extent, reflect our financial performance and the executive’s individual contribution to this financial performance. The primary factors determining executive compensation are the executive’s individual contribution to the group of executives, and this group of executives’ contribution to our financial performance.

Base Salaries

Mr. Persson’s base salary for 2008 was $350,000 under the terms of the Employment Agreement with him. Mr. Powell’s and Mr. Harrington’s base salaries for 2008 were $240,000 each. All three base salaries were unchanged from 2007 levels. The Compensation Committee believes the base salaries for each of the Named Executive Officers remain near the median for their respective positions, at peer companies.

Design of Bonus Programs

Under their Employment Agreements, the Named Executive Officers are eligible for two forms of incentive compensation, which we refer to as short-term and long-term:

The short-term incentive compensation consists of a potential cash bonus, the amount of which is determined based upon the achievement of the Named Executive Officers against performance objectives established by the Board of Managers. For fiscal 2008, the performance objectives were based on the Company’s EBITDA. As discussed below, the measuring period for EBITDA for purposes of the 2008 bonus was changed from a fiscal to a calendar year basis in August 2008. Under this program, Mr. Persson earns a bonus if calendar year EBITDA is above a minimum amount, up to a maximum bonus of 55% of his base salary if calendar year EBITDA equals or exceeds a target amount. This program functions in the same manner for Messrs. Powell and Harrington, except that the maximum bonus they could earn at EBITDA equal or greater than the target amount is 45% of their respective base salaries.

The long-term incentive compensation consists of a potential bonus based on our return on equity (ROE) for calendar year 2008, with ROE defined as our net income for the calendar year divided by our equity at the end of the previous calendar year. As discussed below, the measuring period for ROE for purposes of the 2008 bonus was changed from a fiscal to a calendar year basis in August 2008. Calendar year net income means the net income reported in the statement of operations for the calendar year with any appropriate adjustments for any non-recurring income or expense or other exogenous event as determined by the Board of Managers in its sole discretion. However, no adjustment would be made for the amount of any bonuses to management that has been deducted in calculating the statement of operations. As our ROE increases, so does the bonus that may be earned by the Named Executive Officers, which is calculated as a percentage of the Named Executive Officer’s salary. No ROE Bonus will be paid below a 4.0% ROE. Unless waived by the Board of Managers in its discretion, the maximum that may be earned as an ROE Bonus is 200%, 150% and 150% of the respective annual base salary for Messrs. Persson, Powell and Harrington, respectively.

For Messrs. Persson, Powell and Harrington, the aggregate amount of the ROE Bonus is paid 50% in cash and 50% in our Class A Units, with the number of Class A Units we issue in settlement of any ROE Bonus based on the higher of book or market value of the units at the time the bonus is awarded. Book value will be determined by the most recent year-end financial statements. Market value is be determined

by the average price of the Class A Units that have traded in the secondary market during the preceding fiscal year. However, due to the pending sale of our assets, transferability of Class A Units was suspended in April 2008, removing a market based value. The Compensation Committee has decided to use $4.50 per Class A Unit as the value to determine the number of units awarded, which is aligned with the equity valuation in the pending asset sale.

The Employment Agreements base the long-term incentive compensation on ROE because the Compensation Committee and the Board of Managers believe this measure is the most appropriate for our business. ROE represents long-term alignment of the unit holders and the management and employees by measuring how well we use members’ invested equity to generate earnings growth and our efficiency at generating profit from every dollar of net assets (assets minus liabilities). We have historically used ROE as a measure for our business for internal planning purposes and compensation purposes. Unlike certain other measures, ROE takes into account all of the important measures relating to our business such as earnings, leverage, distributions to the unit holders and increase in long term value of the unit holders’ investment. The measures used as performance objectives for short-term incentive compensation were selected because they mirror the requirements of covenants with our lenders or are critical to further developing our business.

In addition to the short and long term incentive compensation, pursuant to the amended and restated Employment Agreements, each Named Executive Officer is eligible for bonus payments in the event of a Sale of the Company or a Change of Control, described below under “Employment Agreements and Post-Employment Compensation.”

Perquisites

The Compensation Committee does not believe that personal benefits or perquisites (i.e. “perks”) are appropriate as a significant element of compensation for the Named Executive Officers, in particular because perks are not conditioned upon performance and are not based upon the contribution of an executive officer to our business. For fiscal year 2008, the only personal benefit we provided was the use of a vehicle to each of the Named Executive Officers.

Changes in Compensation Programs for Fiscal 2008

In August 2008, the Compensation Committee approved a change in the measurement period for both the short term and long term incentive periods to a calendar year basis rather than a fiscal year basis. The reason to do so is to align the financial performance used to compensate executive management with what our unitholders see when they file their taxes, which is generally on a calendar year basis. As a pass through entity, the company pays no federal or state income taxes.

Additionally, in August 2008, the Compensation Committee approved short term incentive targets based exclusively on the Company’s EBITDA, or earnings before interest, taxes, depreciation and amortization. This measure is an important metric used in capital markets to value companies, and by banks and other lenders when determining the amount of debt they are willing to provide. Given the challenges the company faced from its lenders, an alignment on this key measure was deemed appropriate.

The foregoing two changes were formalized in the amended and restated Employment Agreements. The terms of the amended and restated Employment Agreements are summarized below.

Elements of Post-Termination Compensation

We have entered into an employment, non-competition, and severance agreement relating to employment and severance benefits with each of the Named Executive Officers. Our practice has been to enter into a standard form of agreement with each person appointed by the Board of Managers as an executive officer. See “Employment Agreements and Post-Employment Compensation” of this Item 11 of

this Annual Report on Form 10-K for a discussion of the terms of the employment agreement and the value of benefits payable under the employment agreements with the Named Executive Officers.

Impact of Regulatory Requirements

In determining the compensation policies, programs and actions to be taken by us with respect to executive compensation, the Compensation Committee considers the impact of accounting rules, securities rules and tax rules, including the requirements of Section 162(m) of the Internal Revenue Code that limits income tax deductions for certain compensation exceeding $1,000,000 paid in any taxable year to Named Executive Officers. We have not been limited in our deduction for compensation expenses under Section 162(m) of the Internal Revenue Code in fiscal year 2008 or in any prior fiscal year.

Our unit granting policies have been impacted by the implementation of SFAS No. 123R, which we adopted on September 1, 2007, the beginning of our fiscal year 2007. Under this accounting pronouncement, we are required to value restricted Class A Units granted prior to our adoption of SFAS No. 123R under the fair-value based method and expense those amounts in the income statement over the remaining vesting period. During fiscal year 2008, we determined to pay short-term incentive compensation in cash, rather than half in cash and half in our Class A Units. This determination was made in part because of the treatment of this compensation under SFAS No. 123R, as well as the tax treatment of this compensation to the Named Executive Officers.

Recently, regulations regarding deferred compensation were finalized by the IRS. Those regulations subject some severance payment plans or arrangements to the operational requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code). Participants in plans that fail to satisfy the operational requirements of Code Section 409A as of December 31, 2008 are subject to increased income taxes, and sponsoring companies could face penalties for failing to withhold and remit the applicable tax to the IRS. The severance payment arrangements contained in the amended and restated Employment Agreements are intended to fall within certain safe harbors described in the Code Section 409A regulations.

Summary Compensation Table

The following table shows information concerning compensation earned for services in all capacities during the fiscal year for (i) Dana Persson, who served as our Chief Executive Officer in 2008; (ii) Thomas A. Powell, who served as our Chief Financial Officer in 2008; and (iii) Robert A. Harrington, the only other most highly compensated executive officer of our company whose total compensation was at least $100,000 (together referred to as our “Named Executive Officers”). As discussed above, during the course of fiscal 2008 the measuring period for our incentive compensation program was changed from a fiscal to a calendar year. Thus, for purposes of disclosing the short and long-term incentive compensation, the following disclosure is of amounts earned based on the calendar year results, which includes the first quarter of our fiscal 2009 (note that the incentive compensation amounts below are estimates based on preliminary results for 2008; the final incentive compensation numbers may differ).

Name Principal Position	Year	Salary ($)		Bonus ($) (1)		Unit Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
Dana Persson Chief Executive Officer	2008	$	350,000	$	216,891	$	49,545	$	40,412	$	656,848

Thomas A. Powell Chief Financial Officer	2008	$	240,000	$	119,368	$	25,484	$	16,448	$	401,300

Robert A. Harrington Chief Operating Officer	2008	$	240,000	$	119,368	$	25,484	$	27,936	$	412,788

(1) The bonus amounts include the following for the Named Executive Officers:

Named Executive Officer	Short-term incentive bonus		Long-term incentive bonus (a)
Dana Persson	$	167,346	$	49,545
Thomas A. Powell	$	93,888	25,480
Robert A. Harrington	$	93,888	$	25,480

(a) The amount for the long-term incentive bonus represents the 50% portion of the total bonus that is paid in cash (rounded up to the nearest dollar).

(2) The amounts shown in this column reflect the value (assuming a value of $4.50 per Unit) of the Class A Units issued to the Named Executive Officers in satisfaction of 50% of their long-term incentive bonus, with fractional Units rounded up to the next whole Unit. The actual number of Units to be issued (subject to potential adjustment as noted above) are: 11,010 (Persson), 5,663 (Powell) and 5,663 (Harrington).

(3) Includes the following for the Named Executive Officers:

Named Executive Officer	Value of Company Provided Vehicle		Company Match for 401(k) Plan		Company Paid Insurance
Dana Persson	$	11,532	$	20,696	$	8,184
Thomas A. Powell	$	2,129	—		14,319
Robert A. Harrington	$	5,352	$	14,400	$	8,184

Grants of Plan-Based Awards in 2008

The following table sets forth certain information concerning incentive plan opportunities for the Named Executive Officers during the fiscal year ended August 31, 2008.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards (2)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Dana Persson (1)	09/01/04	1,750	175,000	350,000	389	38,889	77,778
Dana Persson (3)	09/01/04	3,500	96,250	192,500	—	—	—
Thomas A. Powell (1)	08/01/07	1,200	90,000	180,000	267	20,000	40,000
Thomas A. Powell (3)	08/01/07	2,400	54,000	108,000	—	—	—
Robert A. Harrington (1)	05/23/06	1,200	90,000	180,000	267	20,000	40,000
Robert A. Harrington (3)	05/23/06	2,400	54,000	108,000	—	—	—

(1) The first three amounts in these rows represent the cash portion of long term incentive bonuses that could have been earned by the Named Executive Officers under their respective employment agreements relating to return on equity in calendar year 2008. Target bonus amount represents achievement of mid-point of matrix associated with return on equity bonus. See the Summary Compensation Table, above, for detail about the estimated long-term incentive bonus earned in 2008.

(2) Represents portion of the long term incentive bonus payable in restricted Class A Units that could have been earned by the Named Executive Officers under their respective employment agreements

relating to return on equity in calendar year 2008. The number of Class A Units that could have been issued is typically based on the higher of book or market value of the units at the time the bonus is awarded. However, for purposes of this table, since transferability of units was suspended in April 2008 and the Company has entered into an agreement to sell substantially all of the assets of the Company as of December 2008, we have used $4.50 per Class A Unit to approximate the value of the transaction to the Company. See the Summary Compensation Table, above, for detail about the estimated long-term incentive bonus earned in 2008.

(3) Represents the short-term incentive compensation that could have been earned by the Named Executive Officers under their respective employment agreements. See the Summary Compensation Table, above, for detail about the estimated short-term incentive bonus earned in 2008.

Outstanding Equity Awards At Fiscal Year-End

The following table sets forth certain information concerning equity awards of our Class A Units outstanding to the Named Executive Officers at August 31, 2008.

	Unit Awards
Name	Number of Units That Have Not Vested (#)	Market Value of Units That Have Not Vested ($) (1)
Dana Persson	4,054	$	18,243
Thomas A. Powell	—	—
Robert A. Harrington	919	$	4,136

(1) Fair market value is $4.50, based on the equity valuation in the asset sale transaction.

2008 Options Exercises and Units Vested

The following table sets forth certain information concerning lapse of restrictions on transfer and termination of forfeiture restrictions (that is, vesting) of Class A Units during fiscal 2008 for the Named Executive Officers. We have not granted any of the Named Executive Officers options to purchase our Class A Units.

	Unit Awards
Name	Number of Units Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Dana Persson	5,600	25,200
Thomas A. Powell	—	—
Robert A. Harrington	892	4,014

(1) Fair market value is $4.50, based on the equity valuation in the asset sale transaction.

Employment Agreements and Post-Employment Compensation

On January 27, 2009, we entered into amended and restated employment agreements with our President and Chief Executive Officer Dana Persson, our Chief Operating Officer Robert A. Harrington

and our Chief Financial Officer Thomas A. Powell. Each agreement has an initial term ending December 31, 2009. We will pay Mr. Persson an annual base salary of $350,000 and Messrs. Harrington and Powell each an annual base salary of $240,000. Collectively, the amended and restated employment, non-competition and severance agreements with Messrs. Persson, Harrington and Powell are referred to as the “Employment Agreements.”

As used in the Employment Agreements the following terms have the following meanings, with the term “Company” referring to us and “NEO” referring to Messrs. Persson, Harrington and Powell as appropriate:

Term		Definition
Cause		shall mean (i) repeated disobedience or insubordination after written notice of same by [the Board of Managers/the CEO] to NEO identifying this paragraph of this Agreement and if the disobedience or insubordination is not cured by NEO within ten (10) days after receiving notice from Company, (ii) any other breach by NEO of any of his agreements contained in this Agreement if the breach is not cured by NEO within ten (10) days after receiving notice of the breach from Company, (iii) willfully making derogatory statements regarding Company, (iv) misappropriation of any of Company’s funds, (v) fraud, or (vi) any criminal conviction of an act of moral turpitude by NEO.

Disability		shall be deemed to occur on the earlier of: (1) the date on which NEO is determined to be permanently disabled for the purposes of any disability benefits provided to NEO by Company; or (2) the date as of which NEO has been incapable of performing NEO’s duties under this Agreement for a continuous period of 60 days or for periods aggregating 60 days within a period of 365 days; or (3) the date of certification to Company by a physician approved by Company that NEO is so mentally or physically disabled or impaired as to be incapable of engaging in and performing the duties of the employment position with Company which NEO occupied prior to the commencement of the disorder that led to the disability and upon the certification by the physician that the disability is likely to be permanent.

Sale of the Company		shall mean a sale of all or substantially all of the assets of the Company to a third party or a sale of all or substantially all of the ownership interests to a third party.

Change in Control		shall mean a transaction in which the current ownership group of the Company ceases to own, directly or indirectly, greater than 50% of the issued and outstanding equity interests of the Company.

The Employment Agreements will automatically renew for successive one-year periods unless notice is given by either party not less than 60 days before the end of the then-current employment term.

Under the Employment Agreements, the executive officers will be entitled to group health, life, long-term disability and other insurance programs at our expense. The executive officers will also be entitled to participate in our 401(k) program or any other group benefits provided to our other employees. Mr. Persson is also entitled to use of a Company automobile or an automobile allowance.

Under the Employment Agreements, each executive is eligible for a short term incentive bonus based on the Company’s calendar year EBITDA. Mr. Persson may earn up to 55% of his annual base salary and Messrs. Powell and Harrington may each earn up to 45% of their respective annual base salaries. The short term incentive bonus will be paid in cash no later than 30 days after the financial statements are approved by our Board of Managers. In the event of a Sale of the Company or a Change of Control, the

short term incentive bonus is calculated on a pro-rata basis as of the closing, and paid within 75 days following closing.

Under the Employment Agreements, each executive is eligible for a bonus based upon on our return on equity for each calendar year. For Mr. Persson the maximum bonus is 200% of his annual base salary and for Messrs. Powell and Harrington, the maximum bonus is 150% of their respective annual base salaries. In each case, our Board of Managers has the discretion to waive the maximum.

ROE Bonuses will be paid 50% in cash and 50% in our Class A Units. The number of Class A Units that will be issued will be based upon the higher of book or market value of the Class A Units at the time the bonus is awarded. The cash portion of any bonus will be paid no later than 30 days after the financial statements are approved by our Board of Managers unless deferred by the executive to the next tax year. In the event of a Sale of the Company or a Change of Control, the ROE Bonuses are calculated on a pro-rata basis as of the closing, and are paid within 75 days following closing.

The Class A Units portion of any bonus (the “Bonus Units”) will be issued as of the beginning of the calendar year. For a period of one year from the effective date of issuance, the Bonus Units are nontransferable and subject to forfeiture to us upon termination of the executive officer’s employment for cause or termination of the executive’s employment at the executive’s election upon written notice (each, a “Forfeiture Event”). After one year and until two years after the effective date of issuance, two-thirds of the Bonus Units are nontransferable and subject to forfeiture upon the occurrence of a Forfeiture Event. After two years and until three years after the effective date of issuance, one-third of the Bonus Units are nontransferable and subject to forfeiture upon the occurrence of a Forfeiture Event. The restrictions on transferability and forfeiture provisions terminate at the end of three years after the effective date of issuance to the executive officers, upon the occurrence of a change in control of us resulting in a different group of owners obtaining governance rights to elect a majority of the Board of Managers, or upon retirement at age 59 1/2 years of age or older.

Under the Employment Agreements, if there is a Sale of the Company or a Change of Control, each Named Executive Officer will paid an amount equal to 0.5% of the member’s gain on ownership in the transaction, whether in cash or equity interests (referred to as the “Member’s Gain on Equity”), measured by using the transaction value to determine the new equity value of the Company less the book value immediately prior to the transaction and less any costs directly related to the transaction.

The pending sale of our business assets to Rembrandt Enterprises Inc., if completed, would constitute a Sale of the Company. In the transaction with Rembrandt, we estimate that there will be no Member Gain on Equity and thus, if the transaction with Rembrandt is completed, Messrs. Persson, Harrington and Powell would not receive any payment under the foregoing provisions.

The Employment Agreements terminate upon the first to occur of the last day of the employment term if either party has given notice to the other of non-renewal, a date specified by either party in a written notice to the other, the death or permanent disability of the executive officer, “for cause” as defined in the Employment Agreements or by mutual agreement of the executive officer and us.

If the employment term is terminated other than by the executive officer’s death or disability, we are obligated to pay such executive officer an amount equal to his base salary, in normal salary payment intervals, for a severance period or for as long as the provisions regarding non-competition are in effect and the executive officers complies with the covenants set forth in the Employment Agreement. For Mr. Persson the severance period is 24 months and for Messrs. Harrington and Powell the severance period is 12 months. We will also provide the executive officers with group benefits during this severance period. If the employment term is terminated, other than by death or disability, within 90 days of the closing of a Sale of the Company or Change of Control then the foregoing severance payments are due in one lump sum within 30 days after the closing of the Sale of the Company or Change of Control.

If an executive officer’s employment was terminated other than by his death or disability as of January 28, 2009 and no event occurred resulting in termination of the transferability and forfeiture restrictions applicable to any Bonus Units held by the executive officer, we estimate that the value of the benefits under the Employment Agreements would have been as follows based upon his annual base salary for fiscal year 2009:

	Termination Other Than Death/Disability (No Termination of Restrictions on Bonus Units)
Executive Officer	Severance Payments		Value of Group Benefits(1)
Dana Persson	$	700,000	$	89,702
Thomas A. Powell	$	240,000	$	27,751
Robert A. Harrington	$	240,000	$	27,751

(1)

This reflects the cost to the Company of providing the group benefits, and assumes the Company continues in existence after the termination.

If an executive officer’s employment was terminated other than by his death or disability as of January 28, 2009 and an event occurred that did result in termination of the transferability and forfeiture restrictions applicable to any Bonus Units held by the executive officer as of January 27, 2009, we estimate that the value of the benefits under the Employment Agreements would have been as follows based upon his annual base salary for fiscal year 2009 and Bonus Units held at January 28, 2009:

	Termination Other Than Death/Disability (Accelerated Termination of Restrictions on Bonus Units)
Executive Officer	Severance Payments		Value of Group Benefits(2)		Value of Accelerated Vesting of Bonus Units(1)
Dana Persson	$	700,000	$	195,471	$	67,788
Thomas A. Powell	$	240,000	$	68,303	25,484
Robert A. Harrington	$	240,000	$	68,303	$	29,619

(1)		Value based on a per unit price of $4.50, which is the equity valuation of one Class A Unit in the proposed asset sale. Value of accelerated Bonus Units is determined multiplying the fair market value by the number of Bonus Units whose receipt is accelerated; includes units anticipated to be granted under bonus program — see the Summary Compensation Table, above.

(2)		This reflects the cost to the Company of providing the group benefits. It is higher than the cost of the prior table because it assumes the Company does not continue in existence following termination, and thus must make provision to provide these benefits at termination without the cost savings of providing them to all employees.

The Employment Agreements also contain provisions prohibiting the executive officers from competing with us for a period of 12 months (in the case of Messrs. Powell and Harrington) and 24 months (in the case of Mr. Persson) after the termination of the employment term, provisions relating to the disclosure, use and return of our confidential information and provisions requiring the executive officers to assign to us intellectual property developed by them. Upon breach of any of these provisions, we may terminate any payments we are otherwise obligated to make under the Employment Agreements, among other remedies.

Board of Managers Compensation

All managers are compensated for Board meetings, partial Board meetings, and committee meetings attended. For each Board meeting in excess of six regularly scheduled meetings, the member attending is paid $400. For half meetings and committee meetings, the attending members are paid $175. In addition, the Chairman of the Board received an additional $500 per month, the Secretary and Treasurer of the Board received an additional $300 per month and the Vice Chairman of the Board received an additional $200 per month. Chairs of each committee of the Board of Managers received an additional $100 per month. Prior to January 2008, managers were also paid a cash retainer of $1,000 per month, and the amounts paid in fiscal 2008, through January 2008, are included in the table below.

Managers are also reimbursed for approved out-of-pocket expenses associated with their attendance at meetings, mileage at the rate approved by the IRS and, for fiscal year 2008 until December 2007, for travel time at a rate of $50 per hour, reduced to $25 per hour from January 2008 and after. In addition, each manager will be granted 2,000 Class A Units for each year served on the board following each year of service. The transfer of the Class A Units is restricted for a period of three years with the restrictions lapsing as to one-third of the Class A Units on each of the first three anniversary dates of grant. 2,000 restricted Class A Units were issued to each of the following persons in recognition of service as a manager during fiscal year 2008: Marvin Breitkreutz, Mark Chan, Howard Dahlager, Chris Edgington, and Paul Wilson. Rodney Hebrink was granted 833 units for his partial year service, and Loren Norgaard was granted 833 units for his partial year of service.

The following table shows for fiscal year 2008, the cash and other compensation earned by or paid to each of our Board members serving in fiscal year 2008:

Name	Fees Earned or Paid in Cash ($) (1)		Unit Awards (2) ($)		Total ($)
Marvin Breitkreutz	$	11,182	$	3,740	$	14,922
Mark Chan	$	8,025	$	3,740	$	11,765
Howard Dahlager	$	11,500	$	3,740	$	15,240
Chris Edgington	$	18,550	$	3,740	$	22,290
Paul Wilson	$	13,425	$	3,740	$	17,165
Rodney A. Hebrink (3)	$	2,800	$	1,558	$	4,358
Loren Norgaard (4)	$	4,513	1,558		$	6,071

(1)		Represents cash retainer and meeting fees for fiscal year 2008 as described above.

(2)		Values expressed represent the actual compensation cost recognized by our company during fiscal 2008 for equity awards granted in 2008 and in prior years as determined pursuant to SFAS 123R utilizing the assumptions discussed in Note 1(t), “Summary of Significant Accounting Policies — Stock-Based Compensation” in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended August 31, 2008.

(3)		Mr. Hebrink served as our manager until October 5, 2007.

(4)		Mr. Norgaard was appointed as a manager on December 18, 2007.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table furnishes information, as of, January 21, 2009, regarding beneficial ownership of our Class A Units by (i) each person known by us to beneficially own more than 5% of our issued and outstanding Class A Units, (ii) each of our managers, (iii) each of the Named Executive Officers and (iv) all of our current managers and executive officers as a group. As of January 21, 2009, there were outstanding 5,522,742 Class A Units and a warrant for the purchase of preferred convertible units convertible at the holder’s sole option to 880,492 Class A Units.

The address of each natural person listed below is c/o Golden Oval Eggs, LLC, 1800 Park Avenue East, Renville, MN 56824. Except as otherwise noted, each person listed below has sole investment discretion and voting power with respect to the Class A Units listed.

In accordance with the rules of the Securities and Exchange Commission, in computing the number of Class A Units beneficially owned by a person and the percentage ownership of that person, Class A Units subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of January 21, 2009 are treated as outstanding. These Class A Units, however, are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

	Beneficial Ownership of Class A Units
Name	Number	Percentage (1)
Land O’Lakes, Inc. (1) P.O. Box 64101 St. Paul, MN 55164	1,577,842	24.6	%

Coop Country Farmers Elevator (2) P.O. Box 604 Renville, Minnesota 56284	556,993	10.1	%

Dana Persson (3)	139,301	2.5	%

Thomas A. Powell (3)	5,663	*

Robert A. Harrington (3)	8,366	*

Marvin Breitkreutz (4)(5)	31,168	*

Loren Norgaard (4)	23,713	*

Mark Chan (4)(6)	21,728	*

Chris Edgington (4)(7)	17,832	*

Rodney Hebrink (4)	12,265	*

Howard Dahlager (4)(8)	8,576	*

Paul Wilson (4)	8,288	*

All managers and current executive officers as a group (10 persons)	264,635	4.8	%

*		Less than one percent (1%)

(1)		Based upon Schedule 13D filed by the member with the Securities and Exchange Commission on June 30, 2006 and includes 697,350 Class A Units and 880,492 Class A Units which may be issued under the warrant issued to Land O’ Lakes on February 15, 2008.

(2)		Based upon Schedule 13G filed by the member with the Securities and Exchange Commission on January 7, 2005.

(3)		Named Executive Officer. Certain of the Class A Units listed for each Named Executive Officer are estimated numbers reflecting anticipated grants under 2008 incentive compensation programs (see above under the Summary Compensation Table).

(4)		Manager

(5)		Includes 6,864 Class A Units held by Mr Breitkreutz’s wife. Also includes 24,304 Class A Units held jointly by Mr. Breitkreutz and his spouse.

(6)		Includes 15,728 Class A Units held by MC&S Inc, a corporation owned by Mr. Chan and his family and 6,000 Class A Units held solely by Mr. Chan.

(7)		All units held through TCI, Inc. of which Mr. Edgington is a controlling person.

(8)		Includes 4,576 Class A Units held by JFS, Inc., of which Mr. Dahlager is a one-third owner, a director and an officer, and also includes 4,000 shares held solely by Mr. Dahlager.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Since the beginning of fiscal year 2008, we have not entered into any transaction and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person (meaning any of our officers, managers, significant unitholders, or any immediate family members of the foregoing persons) had or will have a direct or indirect material interest except as described below.

Relationship and Transactions with Land O’Lakes, Inc.

On June 30, 2006, we completed the acquisition of certain egg processing assets of MoArk, LLC and its subsidiaries, Cutler at Abbeville, L.L.C., Hi Point Industries, LLC, L&W Egg Products, Inc., Norco Ranch, Inc. and MoArk Egg Corporation (the “MoArk Acquisition”). MoArk, LLC is a subsidiary of Land O’Lakes, Inc. (“LOL”). As of January 13, 2009, LOL holds 697,350 of our Class A Units and a warrant to purchase up to 880,492 convertible preferred units. Because each convertible preferred unit is convertible at any time into one Class A Unit at the election of the holder, LOL is the beneficial owner of 25.0% of our Class A Units. On February 15, 2008 we entered into a amendment of the asset purchase agreement with LOL in which the purchase price was reduced by $17 million with an equal reduction in the principal amount of the subordinated Promissory Note we issued to LOL as payment for a portion of the purchase price of the MoArk Acquisition. In conjunction with that agreement, certain of our contractual arrangements with LOL were also terminated, specifically the License Agreement described below regarding the use of LOL trademarks for egg products, and the agreement with RTECH Laboratories for research and development. Certain other smaller arrangements were also terminated. The egg supply agreements remain in effect.

We and LOL (or its affiliates) also became parties to agreements as a result of the MoArk Acquisition. During the period from September 1, 2007 to August 31, 2008, we paid or accrued as an expense the following amounts to LOL (or its affiliates) under the agreements described below:

· $136,000 under a License Agreement pursuant to which we obtained the right to use certain trademarks of LOL in connection with the distribution, packaging, marketing, and sale of certain egg products in the United States, Canada, and Mexico;

· $147,000 under a breaking room sublease between us and Norco Ranch, Inc.;

· $15,310,000 under an eggs supply agreement between us and MoArk and certain of its entities pursuant to which MoArk supplies eggs to us;

· $143,000 under a research and development agreement with RTECH Laboratories, a business unit of LOL; and

· $1,068,000 under two transition and services agreements.

We are also a party to a Trademark License Agreement with LOL’s affiliates, Norco Ranch, Inc. and McAnally Enterprises, LLC, under which we obtained a license to certain trademarks and trade names in connection with the distribution, packaging, marketing, and sale of certain egg products in the United States and Canada. We did not pay or accrue any amounts relating to this Trademark License Agreement in fiscal year 2008.

Policies and Procedures for Review of Related Party Transactions

While we have not adopted a formal policy relating to our policies and procedures for the review, approval or ratification of any transaction required to be reported in our filings with the Securities and Exchange Commission, we do have procedures in place for the review of certain of such transactions.

The charter of our Audit Committee provides that the Audit Committee is responsible for reviewing and approving the terms and conditions of all of transactions we enter into in which an officer, manager or 5% or greater member or any affiliate of these persons has a direct of indirect material interest. Our Code of Ethics and Business Conduct, which is applicable to all of our employees and managers, also prohibits our employees, including our executive officers, and our managers from engaging in conflict of interest transactions. Requests for waivers by our executive officers and managers from the provisions of, or requests for consents by our executive officers and managers under, our Code of Ethics and Business Conduct must be made to the Audit Committee.

Independence of Managers and Committee Members

The Board of Managers undertook a review of manager independence in December 2007 as to all six managers then serving. As part of that process, the Board reviewed all transactions and relationships between each manager (or any member of his immediate family) and us, our executive officers and our auditors, and other matters bearing on the independence of managers. Although none of our securities are listed on any stock exchange, the Board of Managers is required to select and apply the independence standards of a stock exchange. For the purposes of determining the independence of the Company’s managers and committee members, the Board of Managers selected the Nasdaq Marketplace Rules. As a result of its review, the Board of Managers affirmatively determined that each of the managers are independent according to the “independence” definition of the Nasdaq Marketplace Rules.

The Company has also established separate criteria for eligibility to serve as a member of the Company’s Compensation Committee and Audit Committee.

The charter of the Compensation Committee requires that this committee consist of no fewer than two members and that all members of the Committee must also satisfy the independence requirements of

Section 16b-3 of the Exchange Act and Section 162(m) of the Internal Revenue Code of 1986. Each member of our Compensation Committee meets these requirements.

Under the charter of the Audit Committee, the members of the committee must be independent, non-executive managers, free from any relationship that would interfere with the exercise of independent judgment. Each member of the Audit Committee must also be “independent” as defined by the applicable rules and regulations of the Securities and Exchange Commission. Further, all members of the committee must have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have accounting or related financial management expertise. The members of our Audit Committee meet these requirements.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Moore Stephens Frost, LLP served as our principal accountant for fiscal year 2008. The Audit Committee has also selected Moore Stephens Frost, LLP as our principal accountant for fiscal year 2009.

Accountant Fees and Services

The following is an explanation of the fees billed to us by Moore Stephens Frost, LLP (“MSF”) for professional services rendered for the fiscal years ended August 31, 2008 and August 31, 2007, which totaled $218,460 and $196,440, respectively.

Audit Fees. The aggregate fees billed to us for professional services related to the audit of our annual financial statements, review of financial statements included in our Forms 10-Q, work relating to our internal controls over financial reporting or other services normally provided by MSF in connection with statutory and regulatory filings or engagements for the fiscal years ended August 31, 2008 and August 31, 2007 totaled $161,567 and $150,468, respectively.

Audit-Related Fees. A total of $10,408 was billed to us for professional services for assurance and related services by MSF that are reasonably related to the performance of the audit or review of our financial statements and that are not reported above under “Audit Fees” for year ended August 31, 2008. No amount was billed for year ended August 31, 2007.

Tax Fees. The aggregate fees billed to us by MSF for professional services related to tax compliance, tax advice, and tax planning, including preparation of federal and state tax returns for the fiscal years ended August 31, 2008 and August 31, 2007 totaled $46,485 and $45,972, respectively.

All Other Fees. There were no fees billed to us by MSF for the fiscal years ended August 31, 2008 and 2007 other than those described above.

Auditor Fees Pre-Approval Policy

We have adopted pre-approval policies and procedures for the Audit Committee that require the Audit Committee to pre-approve all audit and all permitted non-audit engagements and services (including the fees and terms thereof) by the independent auditors, except that the Audit Committee may delegate the authority to pre-approve any engagement or service less than $10,000 to one of its members, but requires that the member report such pre-approval at the next full Audit Committee meeting. The Audit Committee may not delegate its pre-approval authority for any services rendered by our independent auditors relating to internal controls. These pre-approval policies and procedures prohibit delegation of the Audit Committee’s responsibilities to our management. Under the policies and procedures, the Audit Committee may pre-approve specifically described categories of services which are expected to be conducted over the subsequent twelve months on its own volition, or upon application by management or the independent auditor.

All services described above for fiscal year 2008 were pre-approved by the Audit Committee or the Chairman of the Audit Committee before Moore Stephens Frost was engaged to render the services.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer pursuant to Rule13a-14(a) or 15d-14(a).

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a).

32.1		Certification Pursuant to 18 U.S.C. Section 1350.

20 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Golden Oval Eggs, LLC has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized on January 28, 2009.

	GOLDEN OVAL EGGS, LLC


	By:	/s/ Dana Persson
	Dana Persson, President and Chief Executive Officer

	By:	/s/ Thomas A. Powell
	Thomas A. Powell, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 has been signed by the following persons on January 28, 2009 on behalf of Golden Oval Eggs, LLC in the capacities indicated.

/s/ Dana Persson			President and Chief Executive Officer
Dana Persson			(principal executive officer)

/s/ Thomas A. Powell			Chief Financial Officer
Thomas A. Powell			(principal financial and accounting officer)

/s/ Chris Edgington		**	Chairman
Chris Edgington

/s/ Howard Dahlager		**	Vice Chairman
Howard Dahlager

/s/ Marvin Breitkreutz		**	Manager
Marvin Breitkreutz

/s/ Mark Chan		**	Manager
Mark Chan

/s/ Paul Wilson		**	Manager
Paul Wilson

/s/ Loren Norgaard			Manager
Loren Norgaard


**By:	/s/ Dana Persson
	Dana Persson, Attorney-In-Fact

20

SIGNATURES

GOLDEN OVAL EGGS, LLC

GOLDEN OVAL EGGS LLC 10-K/A