	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D
	(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

UAP Holding Corp.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

903441 10 3

(CUSIP Number)

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 9, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Investment Fund V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 7,266,658 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 7,266,658 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,266,658 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 14.4%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Overseas Partners V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 951,921 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 951,921 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 951,921 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 1.9%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Netherlands Partners V (A), L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 99,804 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 99,804 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 99,804 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 0.2%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Netherlands Partners V (B), L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 70,383 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 70,383 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 70,383 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 0.1%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo German Partners V GmbH & Co. KG

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Germany

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 79,547 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 79,547 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,547 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý

	13.	Percent of Class Represented by Amount in Row (11) 0.2%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Management V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 8,468,313 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 8,468,313 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,468,313 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.8%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 903441 10 3
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Advisors V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 8,468,313 shares of Common Stock

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 8,468,313 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,468,313 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.8%

	14.	Type of Reporting Person (See Instructions) PN

This Amendment No. 1 supplements and amends the Statement on Schedule 13D filed on December 3, 2004 by (i) Apollo Investment Fund V, L.P., a Delaware limited partnership (“Investment V”), (ii) Apollo Overseas Partners V, L.P., a limited partnership registered in the Cayman Islands (“Overseas V”), (iii) Apollo Netherlands Partners V (A), L.P., a limited partnership registered in the Cayman Islands (“Netherlands A”), (iv) Apollo Netherlands Partners V (B), L.P., a limited partnership registered in the Cayman Islands (“Netherlands B”), (v) Apollo German Partners V GmbH & Co. KG, a limited partnership registered in Germany (“German V,” and collectively with Investment V, Overseas V, Netherlands A and Netherlands B, the “Funds”), (vi) Apollo Management V, L.P., a Delaware limited partnership (“Management”) and (vii) Apollo Advisors V, L.P., a Delaware limited partnership (“Advisors V,” and together with the Funds and Management, the “Reporting Persons”), relating to the shares of common stock, par value $0.001 (the “Common Stock”), of UAP Holding Corp. (the “Issuer”).

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on December 3, 2004.

Responses to each item of this Amendment No. 1 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1.	Security and Issuer


Item 2.	Identity and Background


Item 3.	Source and Amount of Funds or Other Consideration


Item 4.	Purpose of Transaction


Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented by deleting it in its entirety and replacing it with the following: On March 9, 2006, the Funds sold an aggregate of 8,468,340 shares of Common Stock pursuant to an underwritten offering as discussed in the registration statement on Form S-3 (File No. 333-131080) filed by the Issuer with the Securities and Exchange Commission on January 18, 2006, as amended to date (the “Registration Statement”). Following such sale, the Funds are the record holders of 8,468,313 shares of Common Stock, which represents approximately 16.8% of the outstanding Common Stock. (a) See the information contained on the cover pages to this Amendment No. 1 to Schedule 13D which is incorporated herein by reference. The percentage of the class beneficially owned by the Reporting Persons is based on 50,447,648 outstanding shares of Common Stock of the Issuer, as reported by the Issuer on January 11, 2006. (b) See the information contained on the cover pages to this Amendment No. 1 to Schedule 13D which is incorporated herein by reference.

(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 1 to Schedule 13D. (d) None. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows: Underwriting Agreement On March 6, 2006, the Funds entered into an Underwriting Agreement with Goldman, Sachs & Co. (the “Underwriter”), the Issuer and the other selling stockholders identified therein, whereby the Funds agreed to sell an aggregate of 8,468,340 shares of Common Stock. Closing of the sale occurred on March 9, 2006. See the Form of Underwriting Agreement, which is incorporated herein by reference to Exhibit 1.1 to the Issuer’s 8-K Current Report, as provided in Item 7 herein.

Item 7.	Material to Be Filed as Exhibits
Exhibit 1: Underwriting Agreement dated as of March 6, 2006 by and among the Issuer, the Funds and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 1.1 to UAP Holding Corp.’s 8-K Current Report filed with the Securities and Exchange Commission on March 8, 2006 (File No. 000-51035)).

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Date:	March 10, 2006	APOLLO INVESTMENT FUND V, L.P.

		By:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:			APOLLO CAPITAL MANAGEMENT V, INC.
						Its General Partner

						By:	/s/ Patricia M. Navis
						Patricia M. Navis
						Vice President

Date:	March 10, 2006	APOLLO OVERSEAS PARTNERS V, L.P.

		By:	APOLLO ADVISORS V, L.P.
			Its Managing General Partner

			By:		APOLLO CAPITAL MANAGEMENT V, INC.
					Its General Partner

					By:		/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	March 10, 2006	APOLLO NETHERLANDS PARTNERS V (A), L.P.

		By:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:	APOLLO CAPITAL MANAGEMENT V, INC.
				Its General Partner

				By:			/s/ Patricia M. Navis
				Patricia M. Navis
				Vice President

Date:	March 10, 2006	APOLLO NETHERLANDS PARTNERS V (B), L.P.

		By:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:			APOLLO CAPITAL MANAGEMENT V, INC.
						Its General Partner

						By:	/s/ Patricia M. Navis
						Patricia M. Navis
						Vice President

Date:	March 10, 2006	APOLLO GERMAN PARTNERS V GmbH & CO. KG

		By:	APOLLO ADVISORS V, L.P.
			Its General Partner

			By:			APOLLO CAPITAL MANAGEMENT V, INC.
						Its General Partner

						By:	/s/ Patricia M. Navis
						Patricia M. Navis
						Vice President

Date:	March 10, 2006	APOLLO MANAGEMENT V, L.P.

		By:	AIF V MANAGEMENT, INC.
			Its General Partner

					By:		/s/ Patricia M. Navis
					Patricia M. Navis
					Vice President

Date:	March 10, 2006	APOLLO ADVISORS V, L.P.

		By:	APOLLO CAPITAL MANAGEMENT V, INC.
			Its General Partner

			By:	/s/ Patricia M. Navis
			Patricia M. Navis
			Vice President

Under the Securities Exchange Act of 1934 (Amendment No. 1 )*

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*