8-K

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                                  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) MAY 4, 2001

                               PENFORD CORPORATION
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               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                   WASHINGTON
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                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                    0-11488                           91-1221360
           ------------------------              --------------------
           (COMMISSION FILE NUMBER)         (IRS EMPLOYER IDENTIFICATION NO.)

            777-108TH AVENUE N.E., SUITE 2390
                    BELLEVUE, WASHINGTON                98004-5193
         ----------------------------------------- --------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (425) 462-6000
                                                           ---------------


                        ---------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


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ITEM 5. OTHER EVENTS

         On May 4, 2001, Penford Corporation ("Penford") issued a press release
         announcing that both companies have agreed to call off a proposed joint
         venture effort to create a specialty-starch ingredient manufacturing
         and distribution business in North America. The companies previously
         announced their intent to form a limited liability corporation (LLC)
         for specialty-starch ingredient manufacturing in January, but
         subsequent negotiations have not produced a final agreement.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (C)   Exhibits

          99.1 Press release dated May 4, 2001.


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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 hereunto duly authorized.

                                PENFORD CORPORATION

       May 15, 2001             By /s/ Jeffrey T. Cook
       ------------             ----------------------

            Date                Jeffrey T. Cook
                                President and
                                Chief Executive Officer

EX-99.1

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CONTACTS:      Jeffrey T. Cook                     Stephen Davis
               President and CEO                   MWW/Savitt
               Penford Corporation                 206-505-8380
               425-462-6000                        sdavis@mww.com
               jcook@penx.com

                                                           FOR IMMEDIATE RELEASE

        PENFORD CORPORATION AND CARGILL AGREE TO CALL OFF PROPOSED JOINT
                                VENTURE EFFORTS

        BELLEVUE, WASH., MAY 4, 2001 - Penford Corporation (Nasdaq: PENX) and
Cargill announced today that both companies have agreed to call off a proposed
joint venture effort to create a specialty-starch ingredient manufacturing and
distribution business in North America. The companies previously announced their
intent to form a limited liability corporation (LLC) for specialty-starch
ingredient manufacturing in January, but subsequent negotiations have not
produced a final agreement.

               "Initially a joint venture seemed the most appropriate structure
to create with Cargill, but after good-faith discussions between the companies,
issues appeared that would have hindered the success of the operation. Both
companies came to this decision in order to provide the best solution for
customers, employees, and shareholders," Jeffrey T. Cook, president and CEO of
Penford, said.

        "It is disappointing that we could not resolve several issues critical
to finalizing our partnership with Penford," said Creager Simpson, president of
Cargill's North America Industrial Starch business. "We believe the ultimate
decision to call off the joint venture is in the best interests of both
companies."

ABOUT PENFORD CORPORATION

        Penford Corporation develops, manufactures and markets specialty
natural-based ingredient systems for various applications, including
papermaking, textiles and food products.

                                     -more-


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ABOUT CARGILL

        Minneapolis-based Cargill (www.cargill.com) is an international
marketer, processor and distributor of agricultural, food, financial and
industrial products and services with 85,000 employees in 60 countries. The
company provides distinctive customer solutions in supply chain management, food
applications and health and nutrition.

This press release contains forward-looking statements concerning future
performance of the Company's specialty ingredient systems and the prospects for
the continuation of current performance trends in fiscal 2001. There are a
variety of factors which could cause actual events to differ materially from
those projected in the forward-looking statements such as decreases or delays in
customer demand or orders, increased competition, decreases in market share,
unfavorable changes in product mix, disappointments in product development
efforts, interest rate and energy cost volatility, foreign exchange rate
fluctuations and those listed in the Company's SEC reports, including the
reports on Form 10-K for the year ended August 31, 2000.

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