FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bullock David W 		2. Issuer Name and Ticker or Trading Symbol

UAP HOLDING CORP [ UAPH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec. V.P. and C.O.O.
(Last)          (First)          (Middle)

7251 WEST 4TH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/5/2008
(Street)

GREELEY, CO 80634
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/5/2008     U    34445   D $39.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $2.5585   5/5/2008     D        156341      (1) 12/23/2011   Common Stock   156341     (1) 0   D    
Employee Stock Option (right to buy)   $2.5585   5/5/2008     D        117256      (2) 12/23/2011   Common Stock   117256     (2) 0   D    

Explanation of Responses:
( 1)  This option, which provided for vesting in five equal annual installments beginning November 24, 2004, was canceled pursuant to that certain Agreement and Plan of Merger among the issuer, Agrium Inc. and Utah Acquisition Company in exchange for a cash payment for each option share in an amount equal to the excess of the "merger consideration" (defined in the merger agreement as $39.00 per share) and the per share exercise price.
( 2)  This option, which vested in its entirety on November 29, 2004, was canceled pursuant to that certain Agreement and Plan of Merger among the issuer, Agrium Inc. and Utah Acquisition Company in exchange for a cash payment for each option share in an amount equal to the excess of the "merger consideration" (defined in the merger agreement as $39.00 per share) and the per share exercise price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bullock David W
7251 WEST 4TH STREET
GREELEY, CO 80634

Exec. V.P. and C.O.O.

Signatures
/s/ Todd A. Suko, Attorney in Fact 5/7/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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