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

                                  -------------

                                    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)  February 2, 2004
                                                 -------------------------------


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


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


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



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







ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

(c)        Exhibits.

              99.1  Land O'Lakes, Inc. press release dated February 2, 2004.


ITEM 12.   DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

           On February 2, 2004, Land O'Lakes, Inc., a Minnesota cooperative
corporation (the "Company"), issued a press release announcing annual results
for the year ending December 31, 2003. A copy of the Company's press release is
attached hereto as Exhibit 99.1.

           The press release includes the Company's calculations regarding
EBITDA (earnings before interest, taxes, depreciation and amortization, as
calculated pursuant to the Company's bond indenture governing its senior
unsecured notes and also pursuant to its senior secured credit agreements) for
the year ending December 31, 2003. The press release also contains a
reconciliation of EBITDA to net income/(loss) before income taxes, a measure
which the Company believes is the most directly comparable financial measure
calculated in accordance with GAAP. The Company believes that a presentation of
EBITDA provides useful information to its stakeholders since this information is
needed to measure certain financial covenants under the Company's senior secured
credit agreement and an indebtedness incurrence test under the bond indenture.








                                   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:  February 2, 2004                            /s/ Daniel Knutson
                                                   ------------------
                                                   Daniel Knutson
                                                   Senior Vice President
                                                   and Chief Financial Officer









                                  EXHIBIT INDEX

99.1    Land O'Lakes, Inc. press release dated February 2, 2004.