~~______________________________________________________________~~ 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): December 3, 2007 (December 2, 2007)~~________________________

~~________________________~~Date of Report (Date of earliest event reported): February 4, 2008

UAP ~~Holding~~HOLDING ~~Corp~~CORP. (Exact ~~name~~Name of ~~registrant~~Registrant as specified in its charter) ~~________________________~~

Delaware	000-51035	11-3708834
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification Number)

~~________________________~~ 7251 W. 4th Street Greeley, Colorado 80634 (970) 356-4400 (Address, including zip code, and telephone number including area code of Registrant’s principal executive offices) ~~(Zip Code)~~

~~________________________~~Not Applicable (Former name or former address, if changed since last report)

~~Registrant’s~~ Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(970)~~the ~~356~~Form 8-~~4400~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~¨ Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K ~~filing~~12) is¨ ~~intended~~Pre-commencement communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrants~~240.14d-2(b)) ~~under~~¨ ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

~~¨ Written~~Item ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~5.~~425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~04.~~14a-12)~~ ~~¨ Pre-commencement~~Revised ~~communications~~Temporary ~~pursuant~~Suspension toof ~~Rule~~Trading ~~14d-2(b)~~Under ~~under~~Registrant’s ~~the~~Employee ~~Exchange~~Benefit ~~Act (17 CFR 240~~Plans.~~14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~______________________________________________________________~~ On February 4, 2008, UAP Holding Corp. (“UAP”) sent a notice to its directors and executive officers informing them that the blackout period with respect to the UAP Retirement Income Savings Plan (the “Plan”) of which they were originally notified by UAP on December 11, 2007 has been delayed and is expected to begin as of 4:00 p.m., Eastern Standard Time, on February 20, 2008 and end during the week of March 3, 2008, during which time they will be subject to blackout restrictions with respect to transactions in UAP common stock and related equity securities. This blackout period is being implemented in connection with the pending tender offer made by Agrium U.S. Inc., a wholly owned subsidiary of Agrium Inc., for all of the outstanding shares of UAP common stock (the “Offer”). To administer the tender of shares of UAP common stock held by the Plan, access to UAP common stock held in accounts under the Plan must be suspended for the blackout period, during which time participants in the Plan who tender into the Offer the UAP common stock held in their accounts under the Plan will be unable to engage in certain transactions involving UAP common stock held in their Plan accounts, including exchange, distribution and loan transactions. In addition, all participants in the Plan, irrespective of whether they tender into the Offer or are currently invested in UAP common stock under the Plan, will be prohibited from making contributions or exchanges into the UAP common stock fund under the Plan as of the commencement of the blackout period.

~~Item~~ A copy of the blackout notice to directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.01 ~~Entry~~During ~~into~~the blackout period and for a ~~Material~~period ~~Definitive~~of ~~Agreement~~two years after the ending date of the blackout period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting Todd Suko, at 7251 West 4th Street, Greeley, Colorado 80634, or at (970) 347-1680, to whom all inquiries regarding the blackout period should be directed.

On December 2, 2007, UAP Holding Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) with Agrium Inc., a corporation governed by the Canada Business Corporations Act (“Agrium”), and Utah Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Agrium (“Merger Sub”).SIGNATURE

~~Subject~~Pursuant to the ~~terms~~requirements ~~and conditions~~ of the ~~Agreement,~~Securities ~~Merger~~Exchange ~~Sub~~Act ~~or another wholly owned subsidiary~~ of ~~Agrium~~1934, (the ~~“Offeror”)~~registrant ~~will~~has ~~commence~~duly acaused ~~tender~~this ~~offer~~report ~~(the “Offer”)~~ to purchase all of the outstanding shares of common stock of the Company (the “Company Common Stock”) at a price of $39.00 per share in cash (the “Offer Price”). Upon successful completion of the Offer, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger. In the Merger, each outstanding share of Company Common Stock will be ~~converted~~signed ~~into~~on ~~the~~its ~~right~~behalf toby ~~receive~~ the ~~Offer~~undersigned ~~Price~~hereunto induly ~~cash~~authorized.

IfUAP ~~more~~HOLDING than a majority, but fewer than 90%, of the outstanding shares of Company Common Stock, are validly tendered (and not withdrawn) in the Offer, the Offeror may elect to conduct a subsequent offering period in order to acquire additional outstanding shares of Company Common StockCORP. InBy: ~~addition,~~/s/ ~~subject~~Todd toSuko ~~certain~~Todd ~~conditions~~Suko ~~and~~Vice ~~limitations~~President, ~~the~~General ~~Company~~Counsel ~~has~~& granted Agrium and Merger Sub an option to purchase from the Company, following the completion of the Offer, a number of additional shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Agrium and its subsidiaries, equals more than 90% of the outstanding shares of Company Common Stock. If Agrium and its subsidiaries acquire more than 90% of the outstanding shares of Company Common Stock, they will complete the Merger through the “short form” procedures available under Delaware law. Secretary

~~The Offeror’s obligation to accept for payment and pay for shares of Company Common Stock tendered in the Offer is subject to customary conditions, including, among other things~~ Date: ~~(1)~~February ~~the tender of a majority of the total number of outstanding shares of Company Common Stock~~5, on a fully diluted basis, (2) the expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval under the Competition Act (Canada), (3) the absence of injunctions or orders permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger, (4) the accuracy of the Company’s representations in the Agreement (subject to a materiality standard) and (5) compliance in all material respects by the Company with its covenants in the Agreement. 2008

~~The~~INDEX ~~Company~~OF has made customary representations, warranties and covenants in the Agreement, including, among others, covenants not to solicit proposals relating to alternative business combination transactions or, subject to certain exceptions, not to enter into discussions concerning or provide information in connection with alternative business combination transactions, or withdraw or modify in a manner adverse to Agrium, the recommendation of the Company’s board regarding acceptance of the Offer. EXHIBITS

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 2.1 to this report and is incorporated in this report by reference. The Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Agrium, Merger Sub or the Company. In particular, the assertions embodied in the representations and warranties contained in the Agreement are qualified by information in confidential disclosure schedules provided by the Company to Agrium and Merger Sub in connection with the signing of the Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. Moreover, certain representations and warranties in the Agreement were used for the purpose of allocating risk between Agrium and Merger Sub, on the one hand, and the Company, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Agreement should not be viewed as characterizations of the actual state of facts about Agrium, Merger Sub or the Company.

Number		Exhibit

99.1		Important Notice Concerning Limitations on Trading in UAP Holding
		Corp. Stock

On December 3, 2007, Agrium and the Company issued a joint press release regarding the execution of the Agreement. A copy of the press release is filed herewith as Exhibit 99.1.

Important Information

THE TENDER OFFER DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K HAS NOT YET BEEN COMMENCED. THIS ANNOUNCEMENT AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF COMPANY COMMON STOCK. AT THE TIME THE TENDER OFFER IS COMMENCED, AGRIUM AND THE OFFEROR INTEND TO FILE A TENDER OFFER STATEMENT ON SCHEDULE TO CONTAINING AN OFFER TO PURCHASE, FORMS OF LETTERS OF TRANSMITTAL AND OTHER DOCUMENTS RELATING TO THE TENDER OFFER, AND THE COMPANY INTENDS TO FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER. AGRIUM, MERGER SUB AND THE COMPANY INTEND TO MAIL THESE DOCUMENTS TO THE COMPANY’S SHAREHOLDERS. THE TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND OUR SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. THE TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER WILL BE MADE AVAILABLE TO OUR SHAREHOLDERS AT NO EXPENSE TO THEM. IN ADDITION, SUCH DOCUMENTS (AND ALL OTHER DOCUMENTS FILED WITH THE SEC) WILL BE AVAILABLE AT NO CHARGE AT WWW.UAP.COM AND ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

Forward-Looking Statements

This filing contains forward-looking statements as defined by the federal securities laws which are based on the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied, including, among other things, risks relating to the expected timing of the completion and financial benefits of the Offer and the Merger. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits
2.1		Agreement and Plan of Merger, dated as of December 2, 2007, by and among Agrium Inc., Utah Acquisition
		Co., and UAP Holding Corp.*
99.1		Joint Press Release dated December 3, 2007 issued by Agrium Inc. and UAP Holding Corp. Regarding
		Execution of the Agreement and Plan of Merger
____________________
*		Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
		undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the
		U.S. Securities and Exchange Commission.

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.

Date: December 3, 2007

UAP Holding Corp. By: /s/ Todd A. Suko Todd A. Suko Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of December 2, 2007, by and among Agrium Inc., Utah
		Acquisition Co. and UAP Holding Corp.*
99.1		Joint Press Release dated December 3, 2007 issued by Agrium Inc. and UAP Holding Corp. Regarding
		Execution of the Agreement and Plan of Merger
_____________________
*		Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
		undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by
		the U.S. Securities and Exchange Commission.

Filing Compare · UAP HOLDING CORP