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

SCHEDULE 13G

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


Penford Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

707051108
(CUSIP Number)

June 26, 2009
(Date of Event which Requires
Filing of this Statement)


Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

    [ ]  Rule 13d-1(b)
    [X]  Rule 13d-1(c)
    [ ]  Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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. 707051108	SCHEDULE 13G	Page 2 of 7


1	Names of Reporting Persons

	RBF Capital, LLC

	IRS Identification No. of Above Person (entities only)

	68-0383896

2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ]

3	SEC USE ONLY


4	Citizenship or Place of Organization

		Delaware

			5	Sole Voting Power

				590,327

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				590,327

		8	Shared Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting
Person

	590,327

10	Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*	      [ ]

11	Percent of Class Represented by Amount in Row 9

	5.24%

12	Type of Reporting Person (See Instructions)

	OO


CUSIP No. 707051108	SCHEDULE 13G	Page 3 of 7


1	Names of Reporting Persons

	Richard B. Fullerton

	IRS Identification No. of Above Person (entities only)



2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ]

3	SEC USE ONLY


4	Citizenship or Place of Organization

		United States

			5	Sole Voting Power

				590,327

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				590,327

		8	Shared Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting
Person

	590,327

10	Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*	      [ ]

11	Percent of Class Represented by Amount in Row 9

	5.24%

12	Type of Reporting Person (See Instructions)

	IN


 CUSIP No. 707051108	SCHEDULE 13G	Page 4 of 7


Item 1(a).	Name of Issuer.

	Penford Corporation

Item 1(b).	Address of Issuer's Principal Executive Offices.

	7094 South Revere Parkway, Centennial, CO  80112-3932

Item 2(a).	Name of Person Filing.

	RBF Capital, LLC and Richard B. Fullerton

Item 2(b).	Address of Principal Business Office or, if none,
Residence.

	The business address of RBF Capital, LLC and Richard B.
Fullerton is 100 Drakes Landing Rd. Suite 300, Greenbrae  CA
94904

Item 2(c).	Citizenship.

	RBF Capital, LLC is a Delaware limited Liability company
and Richard B. Fullerton is a United States citizen.

Item 2(d).	Title of Class of Securities.

	Common Stock

Item 2(e).	CUSIP Number.

	707051108

Item 3.	If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:

(a)  [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).

(b)  [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).

(c)  [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).


CUSIP No. 707051108	SCHEDULE 13G	Page 5 of 7


(d)  [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).

(e)  [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).

(f)  [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).

(g)  [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G).

(h)  [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)  [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).

(j)  [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	Reference is made hereby made to Items 5-9 and 11 of
pages two (2) and three (3) of this Schedule 13G, which Items
are incorporated by reference herein.




CUSIP No. 707051108	SCHEDULE 13G	Page 6 of 7


Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable.

Item 6.	Ownership of More Than Five Percent on Behalf of
Another Person.

	RBF Capital, LLC is deemed to be the beneficial owner of
the number of securities reflected in Item 5-9 and 11 of page
two (2) of this Schedule 13G pursuant to separate
arrangements whereby it acts as investment adviser (not
registered) to certain persons.  Each person for whom RBF
Capital, LLC acts as investment adviser has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock purchased
or held pursuant to such arrangements.  Richard B. Fullerton
is deemed to be the beneficial owner of the number of
securities reflected in Items 5-9 and 11 on page three (3) of
this Schedule 13G pursuant to his ownership interest in RBF
Capital, LLC

Item 7.	Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of
the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below, RBF Capital, LLC and Richard B.
Fullerton certify that, to the best of their knowledge and
belief, the securities referred to above on page two (2) and
three (3) of this Schedule 13G were acquired and are held in
the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.



CUSIP No. 707051108	SCHEDULE 13G	Page 7 of 7


Signature


	After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.


DATED:	July 6, 2009

	RBF Capital, LLC



	/s/ Richard B. Fullerton
	________________________
	By:  Richard B. Fullerton
	its: Managing Member


	Richard B. Fullerton



	/s/ Richard B. Fullerton
	________________________
	By:  Richard B. Fullerton


Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)