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

                                 AUGUST 1, 2004
                                 --------------
                Date of Report (Date of earliest event reported)


                               PENFORD CORPORATION
             (Exact name of registrant as specified in its charter)

                                   Washington
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)



                0-11488                                           91-1221360
- ----------------------------------------                     -------------------
         Commission File Number                               (I.R.S. Employer
                                                             Identification No.)

       7094 South Revere Parkway,
          Englewood, Colorado                                     80112-3932
- ----------------------------------------                     -------------------
(Address of principal executive offices)                          (Zip Code)



                                 (303) 649-1900
               --------------------------------------------------
               Registrant's telephone number, including area code


                                 Not Applicable
           -----------------------------------------------------------
           Former name or former address, if changed since last report





ITEM 7:           FINANCIAL STATEMENTS AND EXHIBITS

 (c)     Exhibits

         The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:



         Exhibit No.              Description
         -----------    ----------------------------------
                     
         99.1           Press release dated August 1, 2004




ITEM 9:            REGULATION FD DISCLOSURE


         On August 1, 2004, Penford Products Co., a wholly-owned subsidiary of
Penford Corporation, issued a press release (the "Press Release") announcing
that 145 members of the Bakery, Confectionary, Tobacco Workers and Grain
Millers, Local 100G, rejected a contract offer and are on strike. A copy of the
Press Release is furnished as Exhibit 99.1 to this report. In accordance with
General Instruction B.6. of Form 8-K, the information contained in the Press
Release shall not be deemed "Filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing.






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                                   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 thereunto duly authorized.



                                     Penford Corporation
                                     -------------------------------------------
                                     (Registrant)




August 2, 2004                       /s/ Steven O. Cordier
                                     -------------------------------------------
                                     Steven O. Cordier
                                     Vice President, Chief Financial Officer and
                                     Corporate Secretary






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                                  EXHIBIT INDEX

        Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index
immediately precedes the exhibits.



         Exhibit No.               Description
         -----------    ----------------------------------
                     
         99.1           Press release dated August 1, 2004