8-K

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

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                                    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 17, 2005
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                               LAND O'LAKES, INC.
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             (Exact name of registrant as specified in its charter)


         MINNESOTA                      333-84486                 41-0365145
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(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)


    4001 LEXINGTON AVENUE NORTH
       ARDEN HILLS, MINNESOTA                                       55126
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(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code  (651) 481-2222
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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:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
     CFR 240.14a-12(b)).

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

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


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ITEM 8.01  OTHER EVENTS


         In a press release issued August 17, 2005, Land O'Lakes, Inc. (the
"Company") announced that it sold its entire interest in CF Industries, Inc., a
domestic fertilizer manufacturer. As announced on May 16, 2005, CF Industries
Holdings, Inc. (the holding company for CF Industries, Inc.) filed a
registration statement with the Securities and Exchange Commission with respect
to an initial public offering of its common stock (the "CF IPO"). On August 10,
2005, the shares issued as part of the CF IPO were priced at $16 per share. At
that time, the Company was informed that it would receive approximately $252
million in cash and would hold approximately 7.5% of the newly-formed CF
Industries entity. On August 15, 2005, the Company received notice that the
underwriters managing the CF IPO elected to exercise their over-allotment
option on the remaining shares held by the Company. On August 16, 2005, the
Company received approximately $315 million in cash (the "Net Proceeds") in
payment for its entire equity interest in CF Industries, Inc.

         The indentures governing the Company's $350,000,000 aggregate principal
amount of 8.75% senior notes due 2011 and the Company's $175,000,000 aggregate
principal amount of 9% senior secured notes due 2010 (together, the "Senior
Indentures") place certain limits on the Company's ability to sell assets and
governs the Company's use of the proceeds received from permitted sales. When
the Company disposes of an asset, the Senior Indentures require the Company to
apply the net proceeds received from such sale as follows: first, to the
mandatory or voluntary repayment of the Company's bank indebtedness; second, to
invest in additional assets; third, to make a par offer for the 8.75% notes and
the 9% notes (together, the "Securities"); and fourth, for any general corporate
purpose. Since the Company is not electing, nor is it required, to use the Net
Proceeds to make any prepayments of its senior indebtedness, nor does it intend
to use the Net Proceeds to invest in additional assets, the Company is required
to make a par offer for the Securities.

         The Company delivered notice of the par offer to the Securities
holders on August 16, 2005. The notice indicates that the Company is making an
offer, at par, of up to the full amount of the Net Proceeds. The notice further
indicates that the par offer will expire on September 15, 2005. From the
commencement of the par offer until its expiration, the Net Proceeds will be
held by U.S. Bank, N.A., the trustee under the Senior Indentures. Any Net
Proceeds remaining after the completion of the par offer will be returned by the
trustee to the Company.


ITEM 9.01 EXHIBITS


           (c)    Exhibits.
           99.1   Land O'Lakes, Inc. press release dated August 17, 2005.








                                   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.

                                          LAND O'LAKES, INC.


Date:  August 17, 2005                    /s/ Daniel Knutson
                                          --------------------------------------
                                          Daniel Knutson
                                          Senior Vice President
                                          and Chief Financial Officer

EX-99.1

                               LAND O'LAKES, INC.
                                  NEWS RELEASE



For more information contact:
         Lydia Botham      651-481-2123
         David Karpinski   651-481-2360



          LAND O'LAKES COMPLETES SALE OF CF INDUSTRIES EQUITY INTEREST

August 17, 2005 (Arden Hills, Minn.) ... Land O'Lakes, Inc. announced that the
Company has completed the sale of their 38-percent equity interest in CF
Industries, a domestic fertilizer manufacturing company

The CF Industries board (representing CF's eight cooperative owners), with a
focus on optimizing value for member-owners, came to the decision to make an
initial public offering (IPO) of stock in the company after considerable
evaluation of strategic alternatives for the positioning of this business.

The IPO was priced on August 10 at $16.00 per share, at which time Land O'Lakes
was slated to reduce its ownership position from 38 percent to approximately 8
percent in exchange for $252 million in cash. Since that time, the underwriters
have exercised their option to purchase Land O'Lakes remaining interest in CF
Industries, increasing the total proceeds to Land O'Lakes to $315 million.

"This sale will further strengthen our balance sheet, position us for additional
debt reduction and simplify our business portfolio," said Land O'Lakes President
and Chief Executive Officer Jack Gherty.

Land O'Lakes, Inc. (www.landolakesinc.com) is a national farmer-owned food and
agricultural cooperative with annual sales of more than $7 billion. Land O'Lakes
does business in all fifty states and more than fifty countries. It is a leading
marketer of a full line of dairy-based consumer, foodservice and food ingredient
products across the United States; serves its international customers with a
variety of food and animal feed ingredients; and provides farmers and ranchers
with an extensive line of agricultural supplies (feed, seed, crop nutrients and
crop protection products) and services.

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