Exhibit 23.2


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of Penford Corporation
for the registration of 650,000 shares of its common stock and to the
incorporation by reference therein of our report dated October 7, 2002, except
as to Note D as to which the date is November 26, 2002, with respect to the
consolidated financial statements of Penford Corporation included in its Form
10-K for the year ended August 31, 2002, filed with the Securities and Exchange
Commission.

                                       /s/ Ernst & Young LLP

Denver, Colorado
July 10, 2003

                                             E-1