SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bullock David W

(Last)

(First)

(Middle)

7251 WEST 4TH STREET

(Street)

GREELEY

80634

(City)

(State)

(Zip)

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. - C.F.O.

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2004		M		85,815	A	⁽¹⁾	85,815	D
Common Stock	11/29/2004		S		85,815	D	$15.02	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Compensation Plan (phantom stock units)	⁽²⁾	11/29/2004		M			85,815	11/29/2004	⁽³⁾⁽⁴⁾	Common Stock	85,815	⁽¹⁾	226,867	D

Explanation of Responses:

1. Settlement of phantom stock units for common stock pursuant to UAP Holding Corp.'s 2003 Deferred Compensation Plan.

2. 1-for-1 conversion.

3. These phantom stock units become payable upon (i) the reporting person's termination of employment, (ii) the acquisition of certain percentages of voting power of UAP Holding Corp.'s common stock by persons other than Apollo Management V, L.P. and its affiliates, (iii) a merger involving UAP Holding Corp. in which the shareholders of UAP Holding Corp. immediately prior to such merger own less than 50% of the voting securities of the surviving corporation after such merger, (iv) the sale of all or substantially all of the assets of UAP Holding Corp., or (v) the occurrence of a change of control as defined in any indenture or agreement to which UAP Holding Corp. or any of its sub sidiaries is a party with respect to indebtedness for borrowed money in excess of the aggregate principal amount of $100,000,000. Continued in footnote 4.

4. In addition, if the reporting person has the right to transfer shares of common stock pursuant to the exercise of piggyback registration rights in accordance with the Management Incentive Agreement with UAP Holding Corp. and the Holders (as defined therein), then the reporting person will receive payment of a number of deferred shares equal to the maximum number of shares of common stock that the reporting person is entitled to sell in such public offering.

	/s/ John Gaddis, Attorney-in-Fact	11/29/2004
	** 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).
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