<PAGE>   1

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

                                    FORM 10-Q

     [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 1998

                                       OR

     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ______________________

                           Commission File No. 0-11488

                               PENFORD CORPORATION

             (Exact name of registrant as specified in its charter)

             Washington                                       91-1221360
--------------------------------------------------------------------------------
        (State of Incorporation)                            (I.R.S. Employer
                                                            Identification No.)

777-108th Avenue N.E., Suite 2390, Bellevue, WA               98004-5193
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                                    (425) 462-6000
                                    --------------
                 (Registrant's telephone number, including area code)

        Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                               Yes     [X]       No        [ ]

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of January 6, 1999.

<TABLE>
<CAPTION>
             Class                                        Outstanding
             -----                                        -----------
<S>                                                       <C>
Common stock, par value $1.00                              7,416,788
</TABLE>



                                       1
<PAGE>   2

                      PENFORD CORPORATION AND SUBSIDIARIES

                                      INDEX


<TABLE>
<CAPTION>
                                                                 Page No.
                                                                 --------
<S>                                                              <C>
PART I  -  FINANCIAL INFORMATION

Item 1 - Financial Statements

Condensed Consolidated Balance Sheets                                3
         November 30, 1998 and August 31, 1998

Condensed Consolidated Statements of Income                          4
         Three Months Ended November 30, 1998 and
         November 30, 1997

Condensed Consolidated Statements of Cash Flow                       5
         Three Months Ended November 30, 1998 and
         November 30, 1997

Notes to Condensed Consolidated Financial Statements                6-7


Item 2 - Management's Discussion and Analysis of                   8-11
         Financial Condition and Results of Operations

Item 3 - Quantitative and Qualitative Disclosures                   11
         About Market Risk


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings                                          12

Item 2 - Changes in Securities                                      12

Item 3 - Defaults Upon Senior Securities                            12

Item 4 - Submission of Matters to a Vote of Security Holders        12

Item 5 - Other Information                                          12

Item 6 -   Exhibits and Reports on Form 8-K                        12-14

SIGNATURES                                                          15
</TABLE>



                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION

Item 1         Financial Statements

                      PENFORD CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                          November 30,     August 31,
                                                             1998             1998
                                                          -----------      ----------
<S>                                                       <C>              <C>      
                                     ASSETS
Current assets:
        Cash and cash equivalents                          $   2,193        $   3,200
        Trade accounts receivable                             19,436           20,957
        Inventories:
           Raw materials and other                             6,769            7,161
           Work in progress                                      653              900
           Finished goods                                      7,887            8,091
                                                           ---------        ---------
                                                              15,309           16,152
        Prepaid expenses and other                             4,210            5,424
                                                           ---------        ---------
           Total current assets                               41,148           45,733

Net property, plant and equipment                            109,234          107,049
Deferred income taxes                                         13,798           13,781
Restricted cash value of life insurance                       11,371           11,371
Other assets                                                   5,348            5,274
                                                           ---------        ---------

           Total assets                                    $ 180,899        $ 183,208
                                                           =========        =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
        Accounts payable                                   $   9,358        $   8,509
        Accrued liabilities                                    6,931            5,596
        Current portion of long-term debt                     13,697           13,697
        Accrued liabilities, discontinued operations             436            1,761
                                                           ---------        ---------
           Total current liabilities                          30,422           29,563

Long-term debt                                                54,791           60,199
Other postretirement benefits                                 10,428           10,383
Deferred income taxes                                         21,712           21,882
Other liabilities                                              7,510            7,186

Shareholders' equity:
        Common stock                                           9,132            9,130
        Additional paid-in capital                            20,263           20,223
        Retained earnings                                     56,572           54,644
        Treasury stock                                       (29,647)         (29,647)
        Note receivable from Savings and
           Stock Ownership Plan                                 (284)            (355)
                                                           ---------        ---------

        Total shareholders' equity                            56,036           53,995
                                                           ---------        ---------

        Total liabilities and shareholders' equity         $ 180,899        $ 183,208
                                                           =========        =========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>   4

                      PENFORD CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                  (Dollars in thousands except per share data)


<TABLE>
<CAPTION>
                                                Three Months Ended November 30,
                                                -------------------------------
                                                   1998                1997
                                                -----------         -----------
<S>                                             <C>                 <C>        
Sales                                           $    38,723         $    41,818

Cost of sales                                        28,089              30,407
                                                -----------         -----------

    Gross margin                                     10,634              11,411

Operating expenses                                    5,675               6,792
                                                -----------         -----------

    Income from operations                            4,959               4,619

Interest expense, net                                (1,428)             (1,409)
                                                -----------         -----------

    Income from continuing
    operations before income taxes                    3,531               3,210

Income taxes                                          1,236               1,115
                                                -----------         -----------

Income from continuing operations                     2,295               2,095

Loss from discontinued operations                        --              (1,598)
                                                -----------         -----------

Net income                                      $     2,295         $       497
                                                ===========         ===========


Weighted average common shares
and equivalents outstanding                       7,749,191           7,530,490


Earnings per common share
from continuing operations;
       Basic                                    $      0.31         $      0.29
                                                ===========         ===========
       Diluted                                  $      0.30         $      0.28
                                                ===========         ===========

Earnings per common share;
       Basic                                    $      0.31         $      0.07
                                                ===========         ===========
       Diluted                                  $      0.30         $      0.07
                                                ===========         ===========

Dividends declared per common share             $      0.05         $      0.05
                                                ===========         ===========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>   5

                      PENFORD CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                     November 30
                                                                               ------------------------
                                                                                 1998            1997
                                                                               --------        --------
<S>                                                                            <C>             <C>     
Operating Activities:
        Income from continuing operations                                      $  2,295        $  2,095
        Adjustments to reconcile income from continuing
           operations to net cash from continuing operations:
               Depreciation                                                       3,006           2,934
               Deferred income taxes                                               (187)            179
               Change in operating assets and liabilities of
               continuing operations:
                  Trade receivables                                               1,521           1,090
                  Inventories                                                       843             170
                  Accounts payable, prepaids and other                            3,203          (1,630)
                                                                               --------        --------
        Net cash flow from continuing operations                                 10,681           4,838

              Net cash used in discontinued operations                           (1,017)         (2,116)
                                                                               --------        --------

              Net cash from operating activities                                  9,664           2,722

Investing Activities:
        Additions to property, plant and equipment, net                          (5,175)         (2,556)
        Other                                                                       279             473
                                                                               --------        --------
        Net cash used in investing activities                                    (4,896)         (2,083)

Financing Activities:
        Proceeds from unsecured line of credit                                    6,355          22,573
        Payments on unsecured line of credit                                     (8,696)        (24,565)
        Proceeds of long-term debt                                                   --           5,000
        Payments on long-term debt                                               (3,067)         (2,468)
        Exercise of stock options                                                    --              55
        Payment of dividends                                                       (367)           (364)
                                                                               --------        --------
        Net cash from (used in) financing activities                             (5,775)            231
                                                                               --------        --------

        Net increase (decrease) in cash and equivalents                          (1,007)            870
        Cash and cash equivalents (bank overdrafts) at
                    beginning of period                                           3,200          (1,019)
                                                                               --------        --------
              Cash and cash equivalents (bank overdrafts) at
                    end of period                                              $  2,193        $   (149)
                                                                               ========        ========
</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>   6

                      PENFORD CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.      BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements
        have been prepared in accordance with generally accepted accounting
        principles for interim financial information and with the instructions
        to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
        include all of the information and footnotes required by generally
        accepted accounting principles for complete financial statements. In the
        opinion of management, all adjustments (consisting of normal recurring
        accruals) considered necessary for a fair presentation of the interim
        period presented have been included. The preparation of financial
        statements in conformity with generally accepted accounting principles
        requires management to make estimates and assumptions that affect the
        amounts reported in the financial statements and accompanying notes.
        Actual results could differ from those estimates. Operating results for
        the three month period ended November 30, 1998 are not necessarily
        indicative of the results that may be expected for the year ending
        August 31, 1999. For further information, refer to the consolidated
        financial statements and footnotes thereto included in Penford
        Corporation's ("Penford" or the "Company") annual report on Form 10-K
        for the fiscal year ended August 31, 1998.

        Certain prior year amounts have been reclassified to conform with
        current year presentation including the reclassifications necessary to
        present Penwest Pharmaceuticals Co. ("PPCO") as a discontinued
        operation. These reclassifications had no effect on previously reported
        net income.

2.      DISCONTINUED OPERATIONS

        At the end of fiscal 1998, Penford completed a tax-free distribution to
        its shareholders of the Company's pharmaceuticals subsidiary, PPCO. On
        August 31, 1998, Penford shareholders of record on August 10, 1998
        received PPCO shares on a basis of three shares of PPCO for every two
        shares of the Company. Prior to the spin-off, PPCO entered into a $15
        million revolving credit facility which is guaranteed by Penford. As of
        November 30, 1998 there was $2.2 million owed by PPCO under the
        facility.

        The consolidated financial statements of the Company prior to fiscal
        1999 have been restated to reflect the spin-off of PPCO. Accordingly,
        PPCO's operating results and cash flows for the quarter ended November
        30, 1997 have been excluded from their respective captions in the
        accompanying financial statements. These items have been reported as
        Loss from Discontinued Operations and Net Cash Flows from Discontinued
        Operations, including spin-off costs.



                                       6
<PAGE>   7

3.      INCOME TAXES

        The effective tax rate for the quarter ended November 30, 1998 is 35%.
        The effective rate is higher than the federal statutory rate of 34% due
        primarily to the impact of state income taxes.

4.      EARNINGS PER COMMON SHARE

        The following table presents the computation of basic and diluted
        earnings per share under SFAS No. 128 (dollars in thousands, except per
        share data):


<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  November 30
                                                         -------------------------------
                                                            1998                 1997
                                                         ----------        -------------
<S>                                                      <C>               <C>          
        Income from continuing operations                $    2,295        $       2,095
                                                         ==========        =============

        Net income                                       $    2,295        $         497
                                                         ==========        =============

        Weighted average common
          shares outstanding                              7,356,882            7,268,036
        Net effect of dilutive
          stock options                                     392,309              262,454
                                                         ----------        -------------
        Weighted average common shares
          outstanding assuming dilution                   7,749,191            7,530,490
                                                         ==========        =============

        Earnings (loss) per common share, basic
          Continuing operations                          $     0.31        $        0.29
          Discontinued operations                                --                (0.22)
                                                         ----------        -------------

          Net income                                     $     0.31        $        0.07
                                                         ==========        =============

        Earnings (loss) per common share, diluted
          Continuing operations                          $     0.30        $        0.28
          Discontinued operations                                --                (0.21)
                                                         ----------        -------------

          Net income                                     $     0.30        $        0.07
                                                         ==========        =============
</TABLE>


        Basic earnings per share reflects only the weighted average common
        shares outstanding. Diluted earnings per share reflects weighted average
        common shares outstanding and the effect of any dilutive common stock
        equivalent shares.



                                       7
<PAGE>   8

Item 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


SPIN-OFF OF PENWEST PHARMACEUTICALS CO.

At the end of fiscal 1998, Penford effected a tax-free distribution to its
shareholders of the Company's pharmaceuticals subsidiary, Penwest
Pharmaceuticals Co. ("PPCO"). The distribution was completed on August 31, 1998
representing the culmination of the plan to foster the growth potential of the
Company's specialty paper chemical and food ingredients businesses, and
separately, the pharmaceuticals business.

In fiscal 1998, the Company recorded certain restructuring costs consisting
primarily of estimated costs associated with implementing the spin-off,
severance costs and other facilities charges. The remaining obligation related
to the spin-off as of November 30, 1998 of $436,000 reflects a decrease of 
approximately $1.3 million from August 31, 1998. The decrease is the result of 
cash payments during the first quarter of fiscal 1999. Prior to the spin-off, 
PPCO entered into a $15 million revolving credit facility which is guaranteed 
by Penford. As of November 30, 1998 there was $2.2 million owed by PPCO under 
the facility.

The financial results discussed below are comprised of the Company's operations
in the carbohydrate-based specialty paper chemical and food ingredients
businesses.

RESULTS OF CONTINUING OPERATIONS

Net income was $2.3 million, or $0.30 per share assuming dilution, for the three
months ended November 30, 1998, compared to net income of $497,000, or $0.07 per
share assuming dilution, for the corresponding period a year ago. The prior
year's three month period included an after-tax loss of $1.6 million, or $0.21
per share assuming dilution, related to the operations of PPCO.

Consolidated sales decreased $3.1 million, or 7.4%, to $38.7 million in the
three months ended November 30, 1998 from $41.8 million in the corresponding
period a year ago. The decrease is primarily due to the adverse impact of Asian
and worldwide economic conditions on the operations of the North American paper
customers served by Penford Products Co. and the extended downtime these
customers took at the end of the first quarter. As a result, sales volumes at
Penford Products Co. decreased approximately 6.0% from the same period in the
prior year. Mitigating the difficult economic conditions and customer downtime
was continued growth in sales of specialty starch copolymers for non-paper
applications such as textiles.

Sales volumes of specialty potato-based food starches at Penford Food
Ingredients ("PFI") increased by 53.8% in the first quarter of fiscal 1999 over
the same period a year ago. The increase was primarily due to the strong market
for coatings products and increased sales volume of starches for processed meat
applications.



                                       8
<PAGE>   9

Gross margin for the three months ended November 30, 1998 was 27.5% compared to
27.3% for the corresponding period a year ago. The improvement in gross margin
percentage is attributed to increased manufacturing efficiency associated with
higher production volumes and increased sales volumes of higher margin potato
starch products at Penford Food Ingredients offsetting lower volumes of
specialty carbohydrate-based paper chemicals. Total gross margin for the three
months ended November 30, 1998 was $10.6 million compared to $11.4 million for
the corresponding period a year ago. The decrease of $800,000 is primarily due
to lower sales volumes at Penford Products Co. partially offset by increased
sales volumes achieved at Penford Food Ingredients. Paper industry analysts do
not expect improvements in the North American paper industry until the second
half of calendar 1999. Accordingly, the Company expects to continue to be
negatively impacted by current market conditions until the moderation of the
import/export imbalance induced by the Asian economic downturn.

Operating expenses decreased $1.1 million to $5.7 million in the first quarter
ended November 30, 1998, compared to $6.8 million in the corresponding quarter a
year ago. The decrease in operating expense is due to reductions in corporate
office expenses, and to a lesser extent, the company-wide emphasis on cost
containment.

Net interest expense was $1.4 million for the three months ended November 30,
1998 and 1997 on comparable outstanding debt balances.

The effective tax rate for the first quarter of fiscal 1999 was 35.0%. The
effective tax rate in fiscal 1999 is higher than the federal statutory rate of
34% due to the impact of state income taxes. The effective tax rate for the
quarter ended November 30, 1997 was also 35% due to the effect of state income
taxes.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 1998, Penford had working capital of $10.7 million, an unsecured
credit agreement of $75.0 million under which there was $34.0 million
outstanding, and several uncommitted lines of credit aggregating $10.0 million
under which there was $2.0 million outstanding. During the first quarter of
fiscal 1999, the Company used operating cash flow to pay down approximately $5.4
million of debt and to finance capital expenditures of approximately $5.2
million.

Cash flow from continuing operations for the quarter ended November 30, 1998 was
$10.7 million compared to $4.8 million in the corresponding quarter of the prior
year. The increase in operating cash flow is due to fluctuations in the
components of working capital and to a lesser extent, higher income from
continuing operations in the current year.

The Company began paying a quarterly cash dividend of $0.05 per share in 1992
and has paid such dividends each quarter since.

In November of 1998, the Board of Directors authorized a stock repurchase
program for the purchase of up to 500,000 shares of the outstanding stock of the
company. The Company repurchased 4,500 shares of its common stock in December,
1998 for $70,000.



                                       9
<PAGE>   10

Additions to property, plant and equipment during the three months ended
November 30, 1998 were $5.2 million. First quarter additions of approximately
$2.8 million were for various improvements to the Penford Products Co.
manufacturing facility in Cedar Rapids, Iowa. The remaining $2.4 million
resulted principally from additions of manufacturing equipment installed at the
PFI facility in Plover, Wisconsin and improvements to PFI's information systems.
Capital expenditures for the Company's specialty paper chemicals and food
ingredients businesses for the fiscal 1999 year are expected to be approximately
$10.0 to $12.0 million. See "Forward-looking Statements."

YEAR 2000

The Company has undergone an assessment of its information systems for
compliance with the Year 2000 issue. The assessment and resulting remediation
efforts are addressing all facets of the Company including plant automation
software including embedded controllers and process control devices, materials
management, engineering, laboratory, business systems and general user software.
In connection with the Company's ongoing capital program, and as part of the
Year 2000 remediation, a series of technology related expenditures are planned,
many of which have been, or are currently being implemented. The Company
anticipates that internal Year 2000 compliance issues will be substantially
remediated in the first half of calendar 1999. See "Forward-looking Statements."

It is anticipated that total expenses for Year 2000 remediation efforts may
range from $500,000 to $700,000, approximately 60% of which had been expended as
of November 30, 1998. See "Forward-looking Statements."

The Company does not anticipate significant delays in finalizing internal Year
2000 remediation efforts. See "Forward-looking Statements." However, third
parties having a material relationship with the Company may be a potential risk
based on their Year 2000 preparedness, which is not within the Company's
control. The Company is in the process of identifying and evaluating the Year
2000 preparedness of critical customers, suppliers and service providers. This
review should be completed early in calendar 1999. Pending the results of that
review, the Company will, if necessary, consider alternatives to its planned
course of efforts.

Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company has
not yet completed all necessary phases of the Year 2000 program. The failure to
correct a material Year 2000 problem could result in an interruption in, or a
failure of certain normal business activities. Such failures could adversely
affect the Company's results of operations, liquidity and financial condition.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also materially adversely affect the Company. Due to the
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of critical third-parties, the Company is
unable to determine at this time whether the consequences of Year 2000 failures
will have a material impact on the Company.



                                       10
<PAGE>   11

The Company has contingency plans for certain critical applications and is
working on such plans for others. These contingency plans involve, among other
actions, manual workarounds, increasing inventories, and adjusting staffing
strategies.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements concerning the estimated capital
expenditures, long-term debt maturities, the price and availability of raw
materials, estimated expenses related to year 2000 issues and year 2000
preparedness, the information in Item 3 of this report and the anticipated
results of the Company. Certain forward-looking statements are identified with a
cross-reference to this section. There are a variety of factors which could
cause actual events or results to differ materially from those projected in the
forward-looking statements, including without limitation, competition; the
possibility of interruption of business activities due to equipment problems,
accidents, strikes, weather or other factors; product development risk; changes
in corn and other raw material prices; changes in general economic conditions or
developments with respect to specific industries or customers affecting demand
for the Company's products; unanticipated costs, expenses or third party claims;
the risk that results may be effected by construction delays, cost overruns,
technical difficulties, nonperformance by contractors or changes in capital
improvement project requirements or specifications; the possibility of technical
difficulties or cost overruns in the Company's Year 2000 compliance program; or
other unforeseen developments in the industries in which the Company operates.
Accordingly, there can be no assurance that future activities or results will be
as anticipated.

Forward-looking statements are based on the estimates and opinions of management
on the date the statements are made. The Company assumes no obligation to update
any forward-looking statements if circumstances or management's estimates or
opinions should change.

Additional information which could affect the Company's financial results is
included in the Company's 1998 Annual Report to Shareholders and its Form 10-K
for the fiscal year ended August 31, 1998 on file with the Securities and
Exchange Commission.


Item 3              QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS

The market risk associated with the Company's market risk sensitive instruments
is the potential loss from adverse changes in interest rates and commodities
prices.

The Company is unaware of any material changes to the market risk disclosures
referred to in the Company's Report on Form 10-K for the year ended August 31,
1998.



                                       11
<PAGE>   12

                           PART II - OTHER INFORMATION

Item 1      Legal Proceedings
            The Registrant is unaware of any material developments in the legal
            proceedings referred to in the Registrant's Report on Form 10-K for
            the year ended August 31, 1998.

Item 2      Changes in Securities
            Not applicable

Item 3      Defaults Upon Senior Securities
            Not applicable

Item 4      Submission of Matters to a Vote of Security Holders
            Not applicable

Item 5      Other Information
            Not applicable

Item 6      Exhibits and Reports on Form 8-K.

    (a)     Exhibits:

<TABLE>
<S>                <C>
          (3.1)    Restated Articles of Incorporation of Registrant (filed as an
                   Exhibit to Registrant's Form 10-K for fiscal year ended
                   August 31, 1995)

          (3.2)    Articles of Amendment to Restated Articles of Incorporation
                   of Registrant (filed as an exhibit to Registrant's Form 10-K
                   for fiscal year ended August 31, 1997)

          (3.3)    Bylaws of Registrant as amended and restated as of October
                   20, 1997 (filed as an exhibit to Registrant's Form 10-K for
                   fiscal year ended August 31, 1997)

          (4.1)    Amended and Restated Rights Agreement dated as of April 30,
                   1997 (filed as an Exhibit to Registrant's Amendment to
                   Registration Statement on Form 8-A/A dated May 5, 1997)

         (10.1)    Senior Note Agreement among Penford Corporation as Borrower
                   and Mutual of Omaha and Affiliates as lenders, dated November
                   1, 1992 (filed as an Exhibit to Registrant's Form 10-Q for
                   the quarter ended February 28, 1993)

         (10.2)    Loan Agreement among Penford Corporation as Borrower and
                   Seattle-First National Bank as Lender, dated December 1, 1989
                   (Registrant agrees to furnish a copy of this instrument to
                   the Commission on request)

         (10.3)    Penford Corporation Supplemental Executive Retirement Plan,
                   dated March 19, 1990 (filed as an Exhibit to Registrant's
                   Form 10-K for the fiscal year ended August 31, 1991)
</TABLE>



                                       12
<PAGE>   13

<TABLE>
<S>                <C>
         (10.4)    Penford Corporation Supplemental Survivor Benefit Plan, dated
                   January 15, 1991 (filed as an Exhibit to Registrant's Form
                   10-K for the fiscal year ended August 31, 1991)

         (10.5)    Penford Corporation Deferred Compensation Plan, dated January
                   15, 1991 (filed as an Exhibit to Registrant's Form 10-K for
                   the fiscal year ended August 31, 1991)

         (10.6)    Change of Control Agreements between Penford Corporation and
                   Messrs. Cook, Widmaier, Talley, Horn, and Rydzewski (a
                   representative copy of these agreements is filed as an
                   exhibit to Registrant's Form 10-K for the fiscal year ended
                   August 31, 1995)

         (10.7)    Penford Corporation 1993 Non-Employee Director Restricted
                   Stock Plan (filed as an Exhibit to Registrant's Form 10-Q for
                   the quarter ended November 30, 1993)

         (10.8)    Note Agreement dated as of October 1, 1994 among Penford
                   Corporation, Principal Mutual Life Insurance Company and TMG
                   Life Insurance Company (filed as an Exhibit to Registrant's
                   Form 10-Q for the quarter ended February 28, 1995)

         (10.9)    Penford Corporation 1994 Stock Option Plan as amended and
                   restated as of January 21, 1997 (filed on Form S-8 dated
                   March 17, 1997)

         (10.10)   Penford Corporation Stock Option Plan for Non-Employee
                   Directors (filed as an exhibit to the Registrant's Form 10-Q
                   for the quarter ended May 31, 1996)

         (10.11)   Separation Agreement dated as of July 31, 1998 between
                   Registrant and Penwest Pharmaceuticals Co. (filed as an
                   exhibit to Registrant's Form 8-K dated August 31, 1998)

         (10.12)   Services Agreement dated as of July 31, 1998 between
                   Registrant and Penwest Pharmaceuticals Co. (filed as an
                   exhibit to Registrant's Form 8-K dated August 31, 1998)

         (10.13)   Employee Benefits Agreement dated as of July 31, 1998 between
                   Registrant and Penwest Pharmaceuticals Co. (filed as an
                   exhibit to Registrant's Form 8-K dated August 31, 1998)

         (10.14)   Tax Allocation Agreement dated as of July 31, 1998 between
                   Registrant and Penwest Pharmaceuticals Co. (filed as an
                   exhibit to Registrant's Form 8-K dated August 31, 1998)

         (10.15)   Excipient Supply Agreement dated as of July 31, 1998 between
                   Registrant and Penwest Pharmaceuticals Co. (filed as an
                   exhibit to Registrant's Form 8-K dated August 31, 1998)

         (10.16)   Restatement and Exchange Agreement amending the Senior Note
                   Agreement among Penford Corporation as Borrower and Mutual of
                   Omaha and Affiliates as lenders, dated as of August 1, 1998
                   (filed as an exhibit to Registrant's Form 10-K for the fiscal
                   year ended August 31, 1998)
</TABLE>



                                       13
<PAGE>   14

<TABLE>
<S>                <C>
         (10.17)   Guaranty Agreement dated as of August 1, 1998 by Penford
                   Products Co., a wholly-owned subsidiary of Registrant, of the
                   Restatement and Exchange Agreement among Registrant and
                   Mutual of Omaha and Affiliates (filed as an exhibit to
                   Registrant's Form 10-K for the fiscal year ended August 31,
                   1998).

         (10.18)   Intercreditor Agreement dated as of August 1, 1998 among the
                   parties to the Credit Agreement dated July 2, 1998 and the
                   parties to the Senior Note Agreements dated as of August 1,
                   1998 (filed as an exhibit to Registrant's Form 10-K for the
                   fiscal year ended August 31, 1998).

         (10.19)   Restatement and Exchange Agreement amending the Note
                   Agreement among Penford Corporation as Borrower, and
                   Principal Mutual Life Insurance Company and TMG Life
                   Insurance Company as lenders, dated as of August 1, 1998
                   (filed as an exhibit to Registrant's Form 10-K for the fiscal
                   year ended August 31, 1998).

         (10.20)   Guaranty Agreement dated as of August 1, 1998 by Penford
                   Products Co., a wholly-owned subsidiary of Registrant, of the
                   Restatement and Exchange Agreement among Registrant,
                   Principal Mutual Life Insurance Company, and TMG Life
                   Insurance Company (filed as an exhibit to Registrant's Form
                   10-K for the fiscal year ended August 31, 1998)

         (10.21)   Credit Agreement dated as of July 2, 1998 among Penford
                   Corporation and Penford Products Co. as borrowers, and
                   certain commercial lending institutions as the lenders, and
                   The Bank of Nova Scotia, as agent for the lenders (filed as
                   an exhibit to Registrant's Form 10-K for the fiscal year
                   ended August 31, 1998)

         (10.22)   Specific Guarantee made by Penford Corporation in favor of
                   The Bank of Nova Scotia (the "Bank") in respect to the
                   indebtedness and liability of Penwest Pharmaceuticals Co. to
                   the Bank under a letter loan agreement dated as of July 2,
                   1998 (filed as an exhibit to Registrant's Form 10-K for the
                   fiscal year ended August 31, 1998)

         (10.23)   Specific Guarantee made by Penford Products Co. in favor of
                   The Bank of Nova Scotia (the "Bank") in respect to the
                   indebtedness and liability of Penwest Pharmaceuticals Co. to
                   the Bank under a letter loan agreement dated as of July 2,
                   1998 (filed as an exhibit to Registrant's Form 10-K for the
                   fiscal year ended August 31, 1998)

         (10.24)   Revolving Term Credit Facility in Favor of Penwest
                   Pharmaceuticals Co. as borrowers and The Bank of Nova Scotia
                   as lender dated as of July 2, 1998 (filed as an exhibit to
                   Registrant's Form 10-K for the fiscal year ended August 31,
                   1998)

          27       Financial Data Schedule
</TABLE>


(b) There were no filings on Form 8-K in the quarter ended November 30, 1998.



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<PAGE>   15

                                   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)




January 11, 1999                      /s/ Jeffrey T. Cook
----------------                      ------------------------------------------
     Date                             Jeffrey T. Cook
                                      President and
                                      Chief Executive Officer (Principal
                                      Executive Officer)




January 11, 1999                      /s/ Keith T. Fujinaga
----------------                      ------------------------------------------
     Date                             Keith T. Fujinaga
                                      Corporate Controller
                                      (Chief Accounting Officer)



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