Table of Contents  UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-Q  T
Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of
1934.For the quarterly period ended
March 31, 2009OR£
Transition
report under Section 13 or 15(d) of the Exchange Act.For the transition period from
 _______   to  _________Commission file number
000-50733  UNITED WISCONSIN GRAIN PRODUCERS, LLC(Exact name of registrant as specified
in its charter)Wisconsin

39-2032455(State or other jurisdiction
ofincorporation or organization)

(I.R.S. Employer Identification
No.)W1231 Tessmann Drive,
 Friesland, Wisconsin
53935-0247(Address of principal executive
offices)
(Zip Code)(920) 348-5016(Registrant's telephone
number)  Indicate by 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. SYes£No  Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). £Yes         £No  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. Large accelerated filer     ̈
Accelerated filer    ̈Non-accelerated filer S (Do not check if a smaller
reporting company)
Smaller reporting company   ̈  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  ̈ Yes          S  No Indicate the number of shares outstanding
of each of the issuers classes of common stock, as of the latest practicable
date: As of May 7, 2009, there were 28,475
membership units outstanding.   1   Table of Contents  INDEX  Page No. PART
I.     FINANCIAL INFORMATION 3 Item 1.  Financial Statements 3 Item 2.  Managements Discussion and Analysis
of Financial Condition and Results of Operations 13 Item 3.  Quantitative and Qualitative
Disclosures About Market Risk 21 Item 4.  Controls and
Procedures 22 PART II.  OTHER
INFORMATION 23 Item 1.  Legal Proceedings 23 Item 1A.  Risk Factors 23 Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds 23 Item 3.  Defaults Upon Senior
Securities 23 Item 4.  Submission of Matters to a Vote of
Security Holders 23 Item 5.  Other Information 23 Item 6.  Exhibits 23 SIGNATURES 24   2  Table of Contents  PART I.     FINANCIAL
INFORMATION  Item 1.  Financial Statements.  UNITED WISCONSIN GRAIN PRODUCERS,
LLCCondensed Balance SheetsASSETS

March 31, 2009

December 31, 2008(Unaudited)Current AssetsCash and cash equivalents

$
2,566,902

$
9,384,848Restricted cash

1,078,604

1,486,525Derivative instruments

722,739

35,610Accounts receivable, net of
allowance for doubtfulaccounts of
$59,000

2,889,832

2,354,767Prepaid expenses and other
current assets

254,928

400,917Inventory


4,742,873


3,559,634Total current assets


12,255,878


17,222,301Property, Plant and EquipmentLand and land
improvements

6,207,410

6,207,410Office equipment

611,016

607,816Buildings

2,447,579

2,447,579Plant and process
equipment

59,626,959

59,626,959Construction in process


4,934,545


3,864,418Total property,
plant, and equipment

73,827,509

72,754,182Less
accumulated depreciation


19,947,355


18,365,679Net property, plant and
equipment

53,880,154

54,388,503Other AssetsInvestment


-


162,067Total other assets


-


162,067Total Assets


$
66,136,032


$
71,772,871Notes to Condensed Unaudited Financial Statements
are an integral part of this Statement.  3  Table of Contents   UNITED WISCONSIN GRAIN PRODUCERS,
LLCCondensed Balance SheetsLIABILITIES AND MEMBERS'
EQUITY

March 31, 2009

December 31, 2008(Unaudited)Current LiabilitiesAccounts payable

$
2,106,573

$
3,654,420Accounts payable - related
party

1,928

361,162Accrued loss on forward
contracts

-

1,058,536Accrued liabilities

487,959

539,587Total current liabilities


2,596,460


5,613,705Commitments and ContingenciesMembers Equity,28,475 units
authorized,issued and
outstanding


63,539,572


66,159,166Total Liabilities and
Members Equity


$
66,136,032


$
71,772,871Notes to Condensed Unaudited Financial Statements
are an integral part of this Statement.   4  Table of Contents   UNITED WISCONSIN GRAIN PRODUCERS,
LLCCondensed Statements of
Operations(Unaudited)Quarter Ended

Quarter EndedMarch 31, 2009

March 31, 2008Revenues,including $27,230 and $29,339,
respectively from related parties

$
22,963,164

$
34,237,387Cost of Goods Sold,including $935,377 and
$455,687, respectively to related parties


21,996,516


25,790,966Gross Profit

966,648

8,446,421Operating Expenses


807,709


953,403Operating Income

158,939

7,493,018Other Income (Expense)Interest income

31,941

269,110Interest expense

-

(268,669)Equity in net loss of
investment

-

(13,079)Miscellaneous income, net


37,026


12,167Total other income (expense),
net


68,967


(471)Net Income


$
227,906


$
7,492,547Weighted Average Units Outstanding - Basic and
Diluted


28,475


28,635Net Income Per Unit - Basic and
Diluted


$
8.00


$
261.66Distribution Per Unit - Basic and
Diluted


$
100.00


$
250.00Notes to Condensed Unaudited Financial Statements
are an integral part of this Statement.  5  Table of Contents  UNITED WISCONSIN GRAIN PRODUCERS, LLCCondensed Statements of Cash Flows(Unaudited)Quarter Ended

Quarter EndedMarch 31, 2009

March 31, 2008Cash Flows
from Operating ActivitiesNet
Income

$
227,906

$
7,492,547Adjustments
to reconcile net income to net cash provided by operating
activities:Depreciation

1,581,676

1,370,101Provision
for losses on accounts receivable

-

11,850Change
in fair value of derivative instruments

1,055,205

(2,709,752)Equity
in net loss of investment

-

13,079Changes
in assets and liabilities:Restricted
cash

407,921

(1,904,420)Derivative
instruments

(1,742,334)

353,603Accounts
receivable

(535,065)

(127,992)Inventory

(1,183,239)

(870,817)Prepaid
expenses and other current assets

145,989

(91,524)Accounts
payable

(1,429,831)

(692,384)Accrued
loss on forward contracts

(1,058,536)

-Accrued
liabilities


(51,628)


214,352Net
cash (used in) provided by operating activities

(2,581,936)

3,058,643Cash Flows
from Investing ActivitiesCapital
expenditures

(3,200)

(1,405)Payments
for construction in process

(1,547,377)

-Proceeds
from (payments for) investment


162,067


(1,142,168)Net
cash used in investing activities

(1,388,510)

(1,143,573)Cash Flows
from Financing ActivitiesNet
proceeds from revolving line of credit

-

1,585,961Payments
on long term debt

-

(305,658)Repurchase
of membership units

-

(560,700)Payment
of member distribution


(2,847,500)


(7,175,000)Net
cash used in financing activities


(2,847,500)


(6,455,397)Net Decrease
in Cash and Cash Equivalents

(6,817,946)

(4,540,327)Cash and Cash
Equivalents Beginning of Period


9,384,848


24,759,614Cash and Cash
Equivalents End of Period


$
2,566,902


$
20,219,287Supplemental
Cash Flow InformationInterest
expensed


$
-


$
268,669Interest
capitalized


-


12,634Total
interest paid


$
-


$
281,303Notes to
Condensed Unaudited Financial Statements are an integral part of this
Statement.  6  Table of Contents UNITED WISCONSIN GRAIN PRODUCERS,
LLC  Notes to Condensed Financial Statements
(Unaudited)  March 31, 2009  1.  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  The accompanying condensed balance sheet as
of December 31, 2008 is derived from audited financial statements.  The
unaudited interim condensed financial statements of United Wisconsin Grain
Producers, LLC (the Company) reflect all adjustments consisting only of normal
recurring adjustments that are, in the opinion of management, necessary for a
fair presentation of their financial position and results of operations and cash
flows.  The results for the three months ended March 31, 2009 are not
necessarily indicative of the results that may be expected for a full fiscal
year.  Certain information and note disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America (GAAP) are condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC), although the Company believes that the disclosures made are adequate to
make the information not misleading.  These condensed financial statements
should be read in conjunction with the Companys audited financial statements
and notes thereto included in its annual report for the year ended December 31,
2008 filed on Form 10-K with the SEC.  Nature of Business United Wisconsin Grain Producers LLC (a
Wisconsin limited liability company) is a 60 million gallon per year ethanol
plant located near the town of Friesland in the township of Randolph, Wisconsin.
 During 2007, the Company substantially completed Phase I of an expansion
project which increased the plant production capacity from the initial nameplate
production capacity of 40 million gallons per year to 60 million gallons per
year.  The Company sells its production of ethanol and distillers grains, a
co-product of ethanol production, within the United States.  Accounting
Estimates Management uses estimates and assumptions
in preparing these financial statements in accordance with generally accepted
accounting principles in the United States of America.  Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  The Company uses estimates and assumptions in accounting for the
following significant matters, among others:  allowances for doubtful
accounts, useful lives of property, plant, and equipment, the valuation of
derivatives, inventory, inventory purchase commitments, and long-lived asset
impairments.  Actual results may differ from previously estimated amounts,
and such differences may be material to our financial statements.  The
Company periodically reviews estimates and assumptions, and the effects of
revisions are reflected in the period in which the revision is made.  Revenue Recognition The Company
generally sells ethanol and related products pursuant to marketing agreements.
 Revenues from the production of ethanol and the related products are
recorded when the customer has taken title and has assumed the risks and rewards
of ownership, prices are fixed or determinable and collectibility is reasonably
assured.  Title is generally assumed by the buyer at the end of the
Companys shipping point. In accordance with
the Companys agreements for the marketing and sale of ethanol and related
products, marketing fees and commissions due to the marketers are deducted from
the gross sales price as earned.  These fees and commissions are recorded
net of revenues as they do not provide an identifiable benefit that is
sufficiently separable from the sale of ethanol and related products. Shipping
costs incurred by the Company in the sale of ethanol are not specifically
identifiable and as a result, are recorded based on the net selling price
reported to the Company from the marketer.  Shipping costs incurred by the
Company in the sale of ethanol related products are included in cost of goods
sold. The Company records incentives received, if
any, from federal and state programs related to the production of ethanol, as
other income, when the Company has sold the ethanol and completed all the
requirements of the applicable incentive program.  Interest income is
recognized as earned.  Derivative
Instruments From time to time the Company enters into
derivative transactions to hedge its exposures to commodity price fluctuations.
 The Company accounts for derivatives in accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities.SFAS No.
133 requires the recognition of derivatives in the balance sheet and the
measurement of these instruments at fair value.  7   Table of Contents UNITED WISCONSIN GRAIN PRODUCERS,
LLC  Notes to Condensed Financial Statements
(Unaudited)  March 31, 2009  In order for a derivative to qualify as a
hedge, specific criteria must be met and appropriate documentation maintained.
 Gains and losses from derivatives that do not qualify as hedges, or are
undesignated, must be recognized immediately in earnings.  If the
derivative does qualify as a hedge, depending on the nature of the hedge,
changes in the fair value of the derivative will be either offset against the
change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings.  Changes in the fair value of undesignated
derivatives are recorded in revenue or cost of goods sold based on the commodity
being hedged.  Additionally, SFAS No. 133 requires a
company to evaluate its contracts to determine whether the contracts are
derivatives.  Certain contracts that literally meet the definition of a
derivative may be exempted as normal purchases or normal sales.  Normal
purchases and normal sales are contracts that provide for the purchase or sale
of something other than a financial instrument or derivative instrument that
will be delivered in quantities expected to be used or sold over a reasonable
period in the normal course of business.  Certain corn and distillers
grains contracts that meet the requirements of normal purchases or sales are
documented as normal and exempted from the accounting and reporting requirements
of SFAS No. 133, and therefore, are not marked to market in the financial
statements.  During the first quarter of 2008, the FASB
issued FASB Statement No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FAS Statement No. 133(SFAS 161).
 This statement requires holders of derivative instruments to provide
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of gains and losses from
derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements.  The Company adopted this statement
effective in the three months ended March 31, 2009.  See further discussion
in Note 4.   2. RISKS AND UNCERTAINTIES  The Company has certain risks and
uncertainties that it experiences during volatile market conditions such as what
the Company experienced during fiscal 2008 and into 2009.  These
volatilities can have a severe impact on operations.  The Companys
revenues are derived from the sale and distribution of ethanol and distillers
grains to customers primarily located in the United States.  Corn for the
production process is supplied to our plant primarily from local agricultural
producers and from purchases on the open market.  Ethanol sales, average
approximately 85% of total revenues and corn costs average approximately 75% of
cost of goods sold.  The Companys operating and financial
performance is largely driven by the prices at which it sells ethanol and the
net expense of corn.  The price of ethanol is influenced by factors such as
supply and demand, the weather, government policies and programs, and unleaded
gasoline prices and the petroleum markets as a whole.  Excess ethanol
supply in the market, in particular, puts downward pressure on the price of
ethanol.  Our largest cost of production is corn.  The cost of corn is
generally impacted by factors such as supply and demand, the weather, government
policies and programs, and our risk management program used to protect against
the price volatility of these commodities.   3.  INVENTORY  Inventory consists of the following:  March 31,
 2009
December 31,
 2008*Raw Materials
$  2,567,220
$  1,495,032Supplies
604,598
605,146Work in Process
341,901
381,988Finished goods
1,229,154
1,077,468Total
$  4,742,873
$
 3,559,634  *Derived from audited financial statements. 8  Table of Contents UNITED WISCONSIN GRAIN PRODUCERS,
LLC  Notes to Condensed Financial Statements
(Unaudited)  March 31, 2009  4.  DERIVATIVE INSTRUMENTS  As of March 31, 2009, the Company has
entered into corn and natural gas derivative instruments, which are required to
be recorded as either assets or liabilities at fair value in the statement of
financial position.  Derivatives qualify for treatment as hedges when there
is a high correlation between the change in fair value of the derivative
instrument and the related change in value of the underlying hedged item and
when the Company formally documents, designates, and assesses the effectiveness
of transactions that receive hedge accounting initially and on an on-going
basis.  The Company must designate the hedging instruments based upon the
exposure being hedged as a fair value hedge or a cash flow hedge.  While
the Company does not typically designate the derivative instruments that it
enters into as hedging instruments because of the administrative costs
associated with the related accounting, the Company believes that the derivative
instruments represent an economic hedge.  The Company does not enter into
derivative transactions for trading purposes.  In order to reduce the risk caused by
market fluctuations, the Company occasionally hedges its anticipated corn
purchases and ethanol sales by entering into options and futures contracts.
 These contracts are used with the intention to fix the purchase price of
anticipated requirements of corn in the Companys ethanol production activities
and the related sales price of ethanol.  The fair value of these contracts
is based on quoted prices in active exchange-traded or over-the-counter markets.
 Although the Company believes its commodity derivative positions are
economic hedges, none have been formally designated as a hedge for accounting
purposes and derivative positions are recorded on the balance sheet at their
fair market value, with changes in fair value recognized in current period
earnings or losses.  Gains and losses from ethanol related derivative
instruments, including unrealized changes in the fair value of these positions,
are included in the results of operations and are classified as a component of
revenue.  Gains and losses from corn derivative instruments, including
unrealized changes in the fair value of these positions, are included in the
results of operations and are classified as a component of costs of good sold.
 The Company does not enter into financial instruments for trading or
speculative purposes.  The Company records withdrawals and payments against
the trade equity of derivative instruments as a reduction or increase in the
value of the derivative instruments.  As of March 31, 2009, the total notional
amount of the Companys outstanding ethanol derivative instruments was
approximately 812,000 gallons that were entered into to hedge forecasted ethanol
sales through March 2010.  As of March 31, 2009, the total notional amount
of the Companys outstanding corn derivative instruments of approximately,
5,200,000 bushels that were entered into to hedge forecasted corn purchases
through September 2009.  There may be offsetting positions that are not
shown on a net basis that could lower the notional amount of positions
outstanding as disclosed above.  The following tables provide details
regarding the Companys derivative instruments at March 31, 2009, none of which
are designated as hedging instruments under SFAS 133:  Balance Sheet Location
Assets
LiabilitiesCorn Contracts
Derivative Instruments
$
724,500
$
-Ethanol Contracts
Derivative Instruments

-

(1,761)Totals

$
724,500
$
(1,761)  In addition, as of March 31, 2009, the
Company maintains approximately $1,079,000 of restricted cash related to margin
requirements for the Companys derivative instrument positions.  The following tables provide details
regarding the gains and (losses) from Companys derivative instruments in
statements of operations, none of which are designated as hedging instruments
under SFAS 133:  Statement of Operations
Location
Three-Months Ended March 31,
2009
Three-Months Ended March 31,
2008Ethanol Contracts
Revenue
$
10,886
$
34Corn Contracts
Cost of goods sold

1,055,205

2,709,786Total Gain

$
1,066,091
$
2,709,786 9  Table of Contents UNITED WISCONSIN GRAIN PRODUCERS,
LLC  Notes to Condensed Financial Statements
(Unaudited)  March 31, 2009  5.  FAIR VALUE MEASUREMENTS  Effective January 1, 2008, the Company
adopted Statement of Financial Accounting Standard No. 157, Fair Value
Measurements (SFAS 157) and Statement of Financial Accounting Standard No.
159, The Fair Value Option for Financial Assets and Financial Liabilities
(SFAS 159).  SFAS 157s requirements for certain nonfinancial assets and
liabilities recognized or disclosed at fair value on a nonrecurring basis are
deferred until fiscal years beginning after November 15, 2008 in accordance with
FASB Staff Position 157-2 (FSP 157-2). At the present time, the Company does not
have any nonfinancial assets or liabilities that would require fair value
recognition or disclosures under SFAS 157.  SFAS 157 defines fair value, outlines a
framework for measuring fair value, and details the required disclosures about
fair value measurements. The adoption of SFAS 157 did not have a material effect
on the Companys financial position, results of operations, or cash flows for
2009.  SFAS 159 permits the Company to irrevocably
choose to measure certain financial instruments and other items at fair value.
Except for those assets and liabilities which are required to be recorded at
fair value the Company elected not to record any other assets or liabilities at
fair value, as permitted by SFAS 159.  Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal
or most advantageous market. The Company uses a fair value hierarchy that has
three levels of inputs, both observable and unobservable, with use of the lowest
possible level of input to determine fair value. Level 1 inputs include quoted
market prices in an active market or the price of an identical asset or
liability. Level 2 inputs are market data, other than Level 1, that are
observable either directly or indirectly. Level 2 inputs include quoted market
prices for similar assets or liabilities, quoted market prices in an inactive
market, and other observable information that can be corroborated by market
data. Level 3 inputs are unobservable and corroborated by little or no market
data. The Company uses valuation techniques in a consistent manner from
year-to-year.  The following table provides information on
those assets and liabilities measured at fair value on a recurring basis.  Carrying Amount in Balance Sheet March  31, 2009
Fair Value
March 31, 2009
Fair Value Measurement UsingLevel 1
Level 2
Level 3Derivative
Instruments
$
     722,739
$
     722,739
$
  722,739  The fair value of the derivative
instruments are based on quoted market prices in an active market.  6.  BANK FINANCING  On October 16, 2008 the Company signed a
Revolving and Term Credit Agreement with Farmers & Merchants Union Bank
replacing the previous agreement.  The agreement was for a revolving loan
of $5,000,000 at a variable rate of 0.5% over the highest US Prime Rate as
published in the Wall Street Journal Money Table.  Borrowings under the
Credit Agreement were secured by substantially all of the assets of the Company.
 The Company had restrictive covenants including, but not limited to,
requiring minimum financial ratios and limitations on capital expenditures,
investments and distributions.  As of the three months ended March 31, 2009
and year ended December 31, 2008 the Company was in compliance with these
covenants.  The Company did not have any outstanding borrowing on the
revolving credit commitments as of March 31, 2009 or December 31, 2008.  On April 2, 2009 the Company signed a
Revolving and Term Credit Agreement with Farmers & Merchants Union Bank
replacing the above agreement, which is discussed further in Note 10.  10  Table of Contents UNITED WISCONSIN GRAIN PRODUCERS,
LLC  Notes to Condensed Financial Statements
(Unaudited)  March 31, 2009  7.  MEMBERS EQUITY  As specified in the Companys operating
agreement, the Company has one class of membership units.  The Company is
authorized to issue up to 28,000 membership units in addition to the seed
capital units issued prior to the Companys initial registered offering.
 As of March 31, 2009 and December 31, 2008, the Company had 28,475
membership units outstanding.  In January 2009, the Board of Directors
declared a cash distribution of $100.00 per membership unit for a total
distribution of $2,847,500 to its unit holders of record as of January 12, 2009.
The distribution was paid in February 2009.   8.  RELATED PARTY
TRANSACTIONS  In the three months
ending March 31, 2009, the Company purchased approximately $5.5 million of corn
from members, which represents approximately 29% of total corn purchased in the
three month period.  In the three months ending March 31, 2008, the Company
purchased approximately $5.3 million of corn from members, which represents
approximately 25% of total corn purchased in the three month period.   9.  COMMITMENTS AND CONTINGENCIES  Distillers Grains
Contracts  At March 31, 2009, the Company had forward
dry distillers grains contracts totaling 9,800 tons for various delivery periods
from April 2009 to December 2009 with a price range of $101 to $165 per ton.
 At March 31, 2009 the Company had forward modified wet distillers grains
sales contracts totaling 32,000 tons for various delivery periods from April
2009 to March 2010 with a price range of $40 to $58 per ton.  Corn and Natural Gas
Contracts  At March 31, 2009, the Company had forward
corn purchase contracts totaling 5.6 million bushels for various delivery
periods from April 2009 to March 2010, of which approximately 20% are with
members.  The prices on these contracts range from $3.29 to $6.32 per
bushel or have a basis level established by the CBOT futures between $0.10 and
$-0.35.  At March 31, 2009, the Company had forward
contracts to purchase approximately 300,000 million British thermal units
(MMBTU) of natural gas during the months of April 2009 through June 2009 at an
average price of approximately $6.10 per MMBTU.  Plant Expansion  As of March 31, 2009 the Company incurred
approximately $2.7 million for a regenerative thermal oxidizer expected to cost
$3.15 million in total and approximately $654,000 for an oil extraction system
expected to cost $3.7 million in total.  Both of these projects are
expected to be completed in July 2009.   As of March 31, 2009 the
Company incurred approximately $890,000 on the engineering, design, and support
piping of a distillation and evaporation system to increase the capacity of this
portion of the plant to 90 million gallons per year.  This project is
expected to cost $18 million in total but has been placed on hold
indefinitely. 11  Table of Contents UNITED WISCONSIN GRAIN PRODUCERS,
LLC  Notes to Condensed Financial Statements
(Unaudited)  March 31, 2009  10.  SUBSEQUENT EVENTS  On April 2, 2009 the Company signed a
Revolving and Term Credit Agreement with Farmers & Merchants Union Bank to
increase their revolving line of credit to $10,000,000 and borrow an additional
$4,000,000 under a new term loan agreement.  The Companys new line of credit replaces
their previous line of credit with Farmers & Merchants Union Bank and
increases the revolving line of credit from $5,000,000 to $10,000,000.  The
interest rate on amounts they borrow under the line of credit is a variable rate
of 2.0% over the highest US Prime Rate as published in the Wall Street Journal
Money Table.  The interest rate adjusts as and when the index rate
changes.  Interest is due monthly on this revolving credit facility.
 No prepayment fees exist on the revolving credit facility; however, the
Company is required to pay a commitment fee equal to 0.50% per year of the
average daily unused portion of the line of credit.  The maturity date of
the line of credit is April 1, 2012.  The Companys $4,000,000 term loan is at a
fixed interest rate of 6.25%.  The term loan requires the Company to pay
monthly payments of accrued interest until November 1, 2009.  Starting on
that date, they are required to make 59 equal monthly payments of principal and
interest in the amount of $77,975, followed by one final payment of the unpaid
principal and all accrued interest remaining on the date the note evidencing the
term loan is due, October 1, 2014.  If the Company prepays the term loan,
they must pay a prepayment penalty of 1.0% of the outstanding loan balance,
unless they can establish that the source of the prepayment is derived from
business operations.  Additionally, the Company was required to pay a loan
origination fee equal to 10 basis points.  Borrowing under both Credit Agreements are
secured by substantially of the assets of the Company.  The Company has
restrictive covenants including, but not limited to, requiring minimum financial
rations and limitations on capital expenditures, investments and
distributions.  12  Table of Contents  Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations.  We prepared the
following discussion and analysis to help you better understand our financial
condition, changes in our financial condition, and results of operations for the
period ended March 31, 2009 compared to the same period of the prior fiscal
year.  This discussion should be read in conjunction with our annual report
on Form 10-K for the fiscal year ended December 31, 2008, including the
financial statements and notes and Managements Discussion and Analysis
contained within that report.  Disclosure Regarding Forward-Looking
Statements  This report contains
historical information, as well as forward-looking statements that involve known
and unknown risks and relate to future events, our future financial performance,
or our expected future operations and actions.  In some cases, you can
identify forward-looking statements by terminology such as may, will,
should, expect, plan, anticipate, believe, estimate, future,
intend, could, hope, predict, target, potential, or continue or
the negative of these terms or other similar expressions.  These
forward-looking statements are only our predictions based upon current
information and involve numerous assumptions, risks and uncertainties.  Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including the reasons described in this report.
 While it is impossible to identify all such factors, factors that could
cause actual results to differ materially from those estimated by us include:  
Changes in the availability and price
of corn and natural gas;
The availability of credit to support
capital improvements, development, expansion and operations;
Changes in our business strategy,
capital improvements or development plans;
Results of our hedging transactions
and other risk management strategies;
Decreases in the market prices of
ethanol and distillers grains;
Ethanol supply exceeding demand; and
corresponding ethanol price reductions;
Changes in the environmental
regulations that apply to our plant operations;
Our ability to generate sufficient
liquidity to fund our operations and capital expenditures;
Changes in plant production capacity
or technical difficulties in operating the plant;
Changes in general economic
conditions or the occurrence of certain events causing an economic impact
in the agriculture, oil or automobile industries;
Lack of transport, storage and
blending infrastructure preventing ethanol from reaching high demand
markets;
Changes in federal and/or state laws
(including the elimination of any federal and/or state ethanol tax
incentives);
Changes and advances in ethanol
production technology;
Effects of mergers, consolidations or
contractions in the ethanol industry;
Competition from alternative fuel
additives;
Our liability resulting from
litigation;
Our reliance on third parties to
market our products;
The loss of, or our inability to
obtain, any license or permit;
Our ability to retain key employees
and maintain labor relations;  13  Table of Contents  
Volatile commodity and financial
markets; and
Other factors described elsewhere in
this report.  The cautionary
statements referred to in this section also should be considered in connection
with any subsequent written or oral forward-looking statements that may be
issued by us or persons acting on our behalf.  We undertake no duty to
update these forward-looking statements, even though our situation may change in
the future. Furthermore, we cannot guarantee future results, events, levels of
activity, performance, or achievements.  We caution you not to put undue
reliance on any forward-looking statements, which speak only as of the date of
this report.  You should read this report and the documents that we
reference in this report and have filed as exhibits completely and with the
understanding that our actual future results may be materially different from
what we currently expect.  We qualify all of our forward-looking statements
by these cautionary statements.  Overview  References to we,
us, our and the Company refer to United Wisconsin Grain Producers, LLC.
 United Wisconsin Grain Producers, LLC is a Wisconsin limited liability
company that owns and manages the business and day-to-day operations of a 60
million gallon per year (MGY) ethanol plant near Friesland, Wisconsin.
 The ethanol plant was originally constructed as a 40 MGY facility, but in
late 2007 the plants production capacity was expanded to 60 MGY.  We began
operating at this expanded production capacity in July 2008; however, in
September 2008 we began operating at less than full capacity due to tightening
industry margins.  We may continue to operate at levels less than full
capacity as the ethanol industry undergoes supply and demand corrections.  We anticipate further
increasing our production capacity in the future to 90 million gallons per year;
however, this additional expansion has been put on hold indefinitely pending
managements review of new technologies and due to the recent erosion of
industry profit margins.  We have been engaged in
the production of ethanol and distillers grains at our plant near Friesland,
Wisconsin since May 2005. Our revenues are derived from the sale and
distribution of ethanol and distillers grains throughout the continental United
States and overseas. In fiscal year 2009, we anticipate producing approximately
52 million gallons of ethanol and 153,000 tons of distillers grains from
approximately 18 million bushels of corn. However, there is no guarantee that we
will be able to operate at these production levels.  Additionally, we may
choose not to operate at these production levels due to tightening industry
margins.  In the future, we expect to derive additional revenues from the
extraction and sale of corn oil.  We are subject to
industry-wide factors that affect our operating and financial performance. 
Our operating results are largely driven by the prices at which we sell ethanol
and distillers grains and the costs related to their production, particularly
corn and natural gas.  Historically, the price of ethanol tends to
fluctuate in the same direction as the price of unleaded gasoline and other
petroleum products.  However, in 2007 surplus ethanol supplies resulting
from increased industry production capacity put significant downward pressure on
ethanol prices, even as unleaded gasoline prices increased.  More recently
ethanol prices have correlated more closely with the price of corn.  In
addition, the price of ethanol is generally influenced by factors such as
general economic conditions, the weather, the season, and government policies
and programs.  The price of distillers grains is generally influenced by
supply and demand, seasonal fluctuations and the price of substitute livestock
feed, such as corn and soybean meal and other animal feed proteins. 
Recently, distillers grains pricing has faced downward pressure due to a
reduction in exports.  In addition, our revenues are also impacted by
factors such as our dependence on one or a few major customers who purchase and
distribute our primary product; the intensely competitive nature of our
industry; possible legislative changes at the federal, state and/or local level
and changes in federal ethanol tax incentives.  Our two largest costs of
production are corn and natural gas.  Both of these costs are affected by
factors largely out of our control.  Corn prices have declined from their
record high prices in mid 2008 but still remain at prices higher than historical
averages.  The price of corn is affected primarily by the markets
perception of supply and demand factors such as crop production, industry
year-end inventories, exports, government policies and programs, risk management
and weather.  The growth of the ethanol industry itself has increased the
average price of corn and is expected to continue to support the increased
average price of corn as demand for corn continues to rise.  Natural gas
prices fluctuate with the energy complex in general, but also have independent
cost factors such as weather in the production areas, production disruption,
storage levels, pipeline capacity and weather in use areas.  Natural gas
prices have declined since mid 2008; however, there is no guarantee natural gas
prices will remain at these lower levels.  We expect the price of natural
gas to continue to correlate with the energy spectrum in general.  Our
costs of production are also affected by the cost of complying with the
extensive environmental laws that regulate our industry.  14  Table of Contents  We expect to fund our
operations during the next twelve months using cash flow from continuing
operations and our credit facilities.  We expect to continue ongoing
research and development activities in the next twelve months in the form of
commissioning studies on internal energy generation in conjunction with our
planned plant production capacity increases, in particular the possibility of
using post-fermentation corn solids or other renewable fuel as an energy source,
thereby offsetting our natural gas usage.  Due in part to this ongoing
evaluation and analysis work, we have postponed the commencement date for the
planned 60 to 90 MGY capacity increase (Phase II of our expansion) because our
energy technology choice will impact the design of the 30 MGY capacity
expansion.  Tightening industry profit margins have also caused us to
indefinitely delay proceeding with Phase II of our expansion.  Results of Operations  Comparison of the
three months ended March 31, 2009 and 2008  The following table
shows the results of our operations and the percentage of revenues, cost of
goods sold, operating expenses and other items to total revenues in our
statements of operations for the three months ended March 31, 2009 and 2008:  Three months ended
March 31, 2009
(Unaudited)

Three months ended
March 31, 2008
(Unaudited)Income Statement Data

Amount

%

Amount

%Revenues

$
22,963,164

100.0

$
34,237,387

100.0Cost of Goods Sold

$
21,996,516

95.8

$
25,790,966

75.3Gross Profit

$
966,648

4.2

$
8,446,421

24.7Operating Expenses

$
807,709

3.5

$
953,403

2.8Operating Income

$
158,939

0.7

$
7,493,018

21.9Other Income (Expense)

$
68,967

0.3

$
(471
)
0.0Net Income

$
227,906

1.0

$
7,492,547

21.9  Revenues.
 Revenues from operations for the three months ended March 31, 2009 totaled
$22,963,164.  In the three months ended March 31, 2009 ethanol comprised
approximately 82.6% of our revenues and distillers grain sales (DGS) comprised
approximately 17.4% of our revenues.  Revenues from operations for the
three months ended March 31, 2008 totaled $34,237,387 of which ethanol comprised
approximately 84% and distillers grains comprised approximately 16%.  The
33% decrease in revenues for the three months ended March 31, 2009 as compared
to the same period in the previous year is due to a 16% decrease in gallons of
ethanol sold, a 5% decrease in tons of distillers grain sold, a 22% decrease in
the price of ethanol and a 22% decrease in the price of distillers grains.  The 16% decrease in
gallons of ethanol sold and the 5% decrease in tons of distillers grain sold in
the three months ended March 31, 2009 over the same quarter in 2008 is due to an
intentional slowing of production due to reduced profit margins during the
quarter.  The 22% decrease in the
price of ethanol in the three months ended March 31, 2009 compared to the price
for the three months ended March 31, 2008 is due to the decline of ethanol
markets since record highs in mid 2008.  Ethanol prices have trended lower
but still remain higher than historical averages due to a continued economic
incentive for gasoline blenders to blend ethanol and the Renewable Fuel
Standards ethanol blending requirement.  However, management believes the
industry will need to continue to grow demand (or reduce production) in order to
increase or sustain current prices.  According to the Renewable Fuels
Association, as of May 7, 2009 there were 196 ethanol plants in operation
nationwide with the capacity to produce more than 12.62 billion gallons of
ethanol annually, with an additional 16 new plants and five expansions under
construction expected to add an additional estimated 1.89 billion gallons of
annual production capacity in the next 12 to 18 months.  Unless this new
supply is equally met with increased demand, ethanol prices may be pressured
downward.  If ethanol prices decline, our earnings will also decline,
particularly if corn prices remain substantially higher than historic
averages. 15  Table of Contents  Our revenues include a
gain of $10,886 for the three months ended March 31, 2009 compared to a loss of
$33 for the three months ended March 31, 2008 related to our ethanol derivative
instruments.  We recognize the gains or losses that result from the changes
in the value of our ethanol-related derivative instruments in revenues as the
changes occur.  As ethanol prices fluctuate, the value of our
ethanol-related derivative instruments changes, affecting our financial
performance.  We expect the volatility in these derivative instruments to
continue to have an effect on our revenues due to the timing of the changes in
value of the derivative instruments relative to our sales.   These
instruments are the primary tools of our risk management program for ethanol
revenues.  At March 31, 2009, the Company had forward contracts to sell
11.1 million gallons of ethanol for various delivery periods from April 2009
through September 2009.  The prices on these contracts range from $1.44 to
$1.65 per gallon or have a basis level established by the Oil Price Information
Service (OPIS) Chicago ethanol market of -$0.06.  The average sales price
for our distillers grains for the three months ended March 31, 2009 was down 22%
compared to the three months ended March 31, 2008.  Decreased corn prices,
lower soybean meal prices and an increase in DDGS suppliers to export markets
has placed downward pressure on distillers grains prices.   Distillers
grains prices are expected to follow the price of corn for the foreseeable
future unless the price of soybean meal or other protein sources changes
significantly.  Additionally, an increased supply of distillers grains
resulting from additional ethanol production may put downward pressure on
distillers grains prices.  At March 31, 2009, the Company had forward dry
distillers grains contracts totaling 9,800 ton for various delivery periods from
April 2009 to December 2009 with a price range of $101 to $165 per ton, and
forward modified wet distillers grains sales contracts totaling 32,000 ton for
various delivery periods from April 2009 to March 2010 with a price range of $40
to $58 per ton.  In the future, we expect
to derive additional revenues from the extraction and sale of corn oil.  We
expect to complete our corn oil extraction project, and begin marketing corn
oil, in July 2009.  See Plant Expansion and Construction in
Process below for additional details regarding our corn oil extraction
project.  Cost of Goods
Sold.  Our cost of goods sold from the production of ethanol and
distillers grains is primarily made up of raw grains expenses (corn) and energy
expenses (natural gas and electricity).  Cost of goods sold for the three
months ended March 31, 2009 totaled
$21,996,516 as compared to $25,790,966 for the three months ended March 31,
2008.  The 15% decrease in cost of goods sold in the three months ended
March 31, 2009 as compared to the same period in 2008 is a result of a 16%
decrease in the volume of corn purchased, a 15% decrease in the volume of
natural gas purchased, a 2% decrease in the price of corn, an 8% decrease in the
price of natural gas and a $1,055,205 gain from our hedging activities related
to our corn-related derivative instruments.  The 16% decrease in the
volume of corn purchased is due to the intentional slowing of production as a
result of reduced profit margins during the quarter.  The average corn
price for the three months ended March 31, 2009 was 2% lower than the average
for the three months ended March 31, 2008.  Corn prices have declined from
their peak in mid 2008 but remain higher than historical averages.
 Management believes corn prices could remain higher than historical
average prices due to a tight supply and demand situation.  According to
the USDAs planting intentions report, producers intend to plant approximately
one million fewer acres to corn in 2009 as compared to 2008.  Following the
USDA March 31, 2009 acreage report, ProExporter projected corn demand to
increase by 600 million bushels due to a 400 million bushel increase in the corn
ground for ethanol because of the increased RFS mandate and a nearly 200 million
bushel increase in corn exports.  This combination of decreased acres
planted to corn and increased demand for corn is expected to place a heavy
burden on corn yields this growing season.  Weather will again play a
critical role in determining corn prices, and may lead to volatility in the corn
futures market throughout the growing season.  We expect our cost of
feedstock to continue to remain higher than historic levels.  Our cost of goods sold
includes a gain of $1,055,205 for the three months ended March 31, 2009 related
to our corn-related derivative instruments as compared to a gain of $2,709,786
for the three months ended March 31, 2008.  We recognize the gains or
losses that result from the changes in the value of our corn-related derivative
instruments in cost of goods sold as the changes occur.  As corn prices
fluctuate, the value of our derivative instruments changes, which affects our
financial performance.  We anticipate continued volatility in our cost of
goods sold due to the timing of the changes in value of the derivative
instruments relative to the cost and use of the commodity being hedged. 
 These instruments are the primary tools of our risk management program for
corn prices.  As of March 31, 2009, the Company had forward corn purchase
contracts totaling 5.6 million bushels for various delivery periods from April
2009 to March 2010.  The prices on these contracts range from $3.29 to
$6.32 per bushel or have a basis level established by the CBOT futures between
$0.10 and $-0.35.  16  Table of Contents  Natural gas is also an
important input to our manufacturing process.  We use natural gas to dry a
majority of our distillers grains products to moisture contents at which they
can be stored for longer periods and transported greater distances, so that we
can market them to broader livestock markets, including poultry and swine
markets in the continental United States and to markets in Asia.  The price
of our natural gas decreased 8% for the three months ended March 31, 2009 as
compared to the same period in 2008.  The volume of natural gas we used
decreased 15% due to the intentional slowing of production during the three
months as discussed above.  These decreases in price and volume required
resulted in a 22% decrease in the cost of natural gas in the three months ended
March 31, 2009 as compared to the same period in 2008. We expect our natural gas
usage to be approximately 140,000 MMBTU per month when producing ethanol at a
rate of 60 million gallons per year; however, as noted above, we have
intentionally slowed production due to reduced industry profit margins.  We
have secured firm pipeline capacity for natural gas delivery of 4,000 MMBTU per
day and are working towards securing additional pipeline capacity to accommodate
our planned, but indefinitely delayed, expansion.  Over the past two to
three years natural gas has been available only at prices exceeding historical
averages. These heightened prices increase our costs of production.
 Although natural gas prices have declined from their peak in mid 2008, we
expect natural gas prices to remain higher than historic levels given the higher
prices of energy sources generally.  If natural gas prices remain high
relative to historical average levels, it will continue to have a negative
impact on our cost of goods sold.  We have secured a marketing firm and
energy consultant for our natural gas supply and will continue to work with
these parties on an ongoing basis to mitigate our exposure to volatile gas
prices.  As of March 31, 2009, the Company had forward contracts to
purchase approximately 300,000 MMBTU of natural gas during the months of April
2009 through June 2009 at an average price of approximately $6.10 per MMBTU.  Gross
Profit.  Gross profit for the three months ended March 31 2009 was
$966,648, an 89% decrease from the gross profit of $8,446,421 for the three
months ended March 31, 2008.  This decrease is due primarily to the 22%
decrease in the price of ethanol (see Revenues above).  In the three months
ending March 31, 2009, our ethanol-corn price spread was approximately $0.39, as
compared to a spread of approximately $1.64 for the same period in 2008, a 76%
decrease.  Our gross profit margins for the three months ended March 31,
2009 and 2008 were approximately 4.2% and approximately 24.7%, respectively.
 We calculate our spread as the price we receive per gallon of ethanol,
multiplied by the number of gallons of ethanol produced per bushel of corn,
minus the price we paid per bushel of corn.  The calculation of our spread
does not take into account sales of distillers grains or expenses from inputs
other than corn, including the natural gas we use to dry our distillers grains.
 The spread between the price we receive for our products and the costs of
our raw materials may not continue at a favorable rate in the future.  The
potentially increasing supply of ethanol may continue to outpace the demand for
ethanol, placing additional downward pressure on our selling price and further
eroding our margins.  The increased production of ethanol from corn may
contribute to the already increasing demand for corn and put pressure on corn
supplies, thereby increasing our cost of corn and reducing our profit margin.
 A decrease in profit margin will adversely affect our financial
performance.  Operating
Expenses.  Operating expenses were $807,709 for the three months
ended March 31, 2009 as compared to $953,403 for three months ended March 31,
2008.  The 15% decrease in operating expenses is primarily a net result of
a decrease in general and administrative labor expense and insurance, partially
offset by an increase in professional fees and other administrative expenses for
the three months ended March 31, 2009 over the same period in 2008.
 Operating expenses as a percentage of revenues were 3.5% and 2.8% for the
three months ended March 31, 2009 and March 31, 2008, respectively.  Operating
Income.  Operating income for three months ended March 31, 2009
totaled $158,939, or 0.7% of revenues.  Operating income for the three
months ended March 31, 2008 totaled $7,493,018, or 21.9% of revenues.  The
decrease in operating income for the three months ended March 31, 2009 compared
to the three months ended March 31, 2008 is primarily a result of the decrease
in Revenues and Gross Profit (discussed above).  Other Income
(Expense).  Our other income (expense) for the three months ended
March 31, 2009 was an income of $68,967 as compared to an expense of $471 for
the three months ended March 31, 2008.  Our other income (expense) items at
March 31, 2009 consisted primarily of interest and miscellaneous income.
 Our other income (expense) items at March 31, 2008 consisted primarily of
a net interest expense.  The changes in other income (expense) items were
due primarily to a decrease in interest expense due to the payment of the
balance of our long term debt in April 2008.  17  Table of Contents  Changes in Financial Condition for the
three months ended March 31, 2009 Compared to the Fiscal Year ended December 31,
2008.  Assets totaled
$66,136,032 on March 31, 2009, as compared to $71,772,871 on December 31, 2008.
 Current assets totaled $12,255,878 on March 31, 2009, as compared to
$17,222,301 on December 31, 2008.  This change resulted from (i) a
reduction in cash and cash equivalents on hand, which is primarily a result of a
decrease in cash from operations, the $2,847,500 cash used for our member
distributions in February 2009, and approximately $1,550,000 used for capital
expenditures and construction in process, (ii) a $279,208 net increase in our
restricted cash and derivative instruments and (iii) an $1,183,239 increase in
our inventory balance.  Current liabilities were
$2,596,460 on March 31, 2009, as compared to $5,613,705 on December 31, 2008.
This decrease is primarily a result of a reduction in our accounts payable and
accrued liabilities.  Members equity totaled
$63,539,572 on March 31, 2009, as compared to $66,159,166 on December 31, 2008.
 This change is a net result of earnings for the three months less the
$2,847,500 membership distribution paid out in February 2009.  Liquidity and Capital Resources  Comparison of the
three months ended March 31, 2009 and 2008  The following table
shows cash flows for the three months ended March 31, 2009 and 2008:  Three months ended March
312009

2008Net cash (used in) provided by
operating activities

$
(2,581,936)

$
3,058,643Net cash used in investing
activities

$
(1,388,510)

$
(1,143,573)Net cash used in financing
activities

$
(2,847,500)

$
(6,455,397)  Cash Flow Provided
by Operations.Our net cash flow used in operating activities for
the three months ended March 31, 2009 was an expenditure of $2,581,510, as
compared to net cash flow of $3,058,643 for the same quarter the previous year.
 The decrease in net cash flow provided from operating activities for the
three months ended March 31, 2009 compared to the three months ended March 31,
2008 was primarily due to the change in net income discussed in Revenues and
Gross Profit above. Our capital needs are adequately met through cash from our
operating activities and our current credit facilities.  Cash Flow Used In
Investing Activities.Our net cash flow used in investing
activities for the three months ended March 31, 2009 constituted expenditures of
$1,388,510, as compared to expenditures of $1,143,573 for the three months ended
March 31, 2008.  During the three months ended March 31, 2009, First
Missouri Energy, LLC, an entity in which the Company had invested, sold the land
owned by First Missouri Energy, LLC for approximately $1,430,000.  These
monies were distributed to the members of First Missouri Energy, including
$162,067 to United Wisconsin Grain Producers, LLC.  Management estimates
that approximately $550,000 in capital expenditures will be made in the next
three months to complete the regenerative thermal oxidizer project, bringing the
expected total cost to approximately $3,150,000 as approved by our board on
March 10, 2008.  Also, approximately $3,000,000 in capital expenditures
will be made to complete the corn oil extraction system, a $3,670,000 project
approved by our board on July 14, 2008.  Both of these projects are
expected to be complete by July 2009.  We presently estimate
that an additional $28,000,000 will be required to construct Phase II of our
capacity expansion, all of which is expected to be financed from a portion of
cash flows from operations and additional debt financing.  See Plant
Expansion and Construction in Process below.  We expect that Phase II
of our expansion will provide additional ethanol production capacity of 30
million gallons per year at our Friesland plant site.  Tightening industry
profit margins have led us to put this expansion on hold indefinitely.  We
currently estimate the 30 million gallon per year expansion facility will not be
complete by the second quarter of 2010, as we had previously projected, due to
the indefinite delay.  Utilizing cash generated from operations for the
plant expansion, if and when we proceed with the expansion, may impact our
ability to pay out future member distributions.  Our projections are based
upon our historical operating costs and historical revenues.  However, our
past financial performance may not accurately predict future results. 18  Table of Contents  Cash Flow Used In
Financing Activities.Our net cash flow used in financing
activities for the three months ended March 31, 2009 constituted expenditures of
$2,847,500, as compared to expenditures of $6,455,397 for the three months ended
March 31, 2008.    During the three months ended March 31, 2009,
we made cash distributions to our members in the amount of $2,847,500 as
compared to $7,175,000 in the three months ended March 31, 2008.  These
distributions were financed with cash from operations.  Short-Term and
Long-Term Debt Sources  On January 10, 2008 our
board voted to retire the balance of our existing long-term debt with
Farmers & Merchants Union Bank.  The term loan was subsequently
retired on April 24, 2008 using primarily cash from operations.  We
expect to obtain additional debt financing of between approximately $14,000,000
and $21,000,000 when and if we proceed with Phase II of our expansion, which
would increase our production capacity to 90 million gallons per year.
 However, this expansion has been indefinitely delayed due to tightening
industry profit margins.  See Plant Expansion and Construction in
Process below.  On October 16, 2008 we
entered into an agreement with Farmers & Merchants Union Bank to obtain a
$5,000,000 revolving line of credit.  The interest rate on amounts we
borrow under the line of credit is a variable rate of 0.5% over the highest US
Prime Rate as published in the Wall Street Journal Money Table.  The
interest rate adjusts as and when the index rate changes.  Interest is due
monthly on this revolving credit facility.  As of March 31, 2009, we had no
borrowings against our revolving line of credit.  No prepayment fees exist
on the revolving credit facility.  Our revolving credit
facility is subject to protective covenants requiring us to maintain various
financial ratios. We are required to maintain a minimum tangible net worth of
$24,000,000 and to increase our tangible net worth annually by the lesser of
$500,000 or an amount equal to retained earnings.  Our owners equity is to
be at least 45% of tangible net assets and we must maintain a working capital
position of at least $4,000,000.  We must receive written approval from our
lender to exceed $1,000,000 in annual capital expenditures and we must obtain
consent prior to making membership distributions in excess of 65% of the
previous years net income, excluding state and federal incentive payments.
  As of March 31, 2009, we are in compliance with all of our financial
debt covenants.  The revolving line of credit is secured by substantially
all of our assets.  On April 2, 2009 we
signed agreements with Farmers & Merchants Union Bank to increase our
revolving line of credit to $10,000,000 and borrow an additional $4,000,000.
 These credit facilities are further discussed in Subsequent Eventsbelow.  Plant Expansion and Construction in
Process  Our Board approved
$3,150,000 for a regenerative thermal oxidizer (RTO) on March 10, 2008.
 This project is approximately 75% complete and is expected to be completed
in July 2009.  Our Board approved $3,671,000 for a corn oil extraction
system project on July 14, 2008.  The project is approximately 40% complete
and is expected to be completed in July 2009.  We expect to finance these
two projects with a combination of approximately 40% cash from operations and
60% debt financing.  In December 2007, we
substantially completed an expansion of our plant capacity to 60 million gallons
(Phase I of our expansion).  We began operating at this expanded capacity
in July 2008; however, in September 2008 we began operating at less than full
capacity due to tightening industry margins.  Phase I of our expansion
increased the capacity of our grind, cook and fermentations systems.  Phase
II of our expansion involves the distillation and downstream process on
additional beer, the product removed from the fermentors after fermentation is
complete.  The total estimated cost of this work, which will increase plant
capacity by 30 million gallons, is $28,000,000.  The Board approved
$16,700,000 for the development, design and completion of the distillation,
dehydration and evaporation components of the Phase II expansion project on June
11, 2007.  The project is approximately 5% complete, which represents the
early planning and design work.  We have paid for the work to date with
cash from operations.  Phase II of our expansion is presently on hold due
to managements decision to re-examine the energy source and review new
technologies, and due to the recent erosion of industry profit margins.
 Should this project move forward, the Company expects to finance the
project with approximately 40% to 60% debt financing and approximately 40% to
60% cash from operations.  If we are unsuccessful in obtaining debt
financing, we will not be able to construct Phase II of our expansion.  19  Table of Contents  Subsequent Events  On April 2, 2009 we
signed agreements with Farmers & Merchants Union Bank to increase our
revolving line of credit to $10,000,000 and borrow an additional $4,000,000.
 Our new line of credit replaces our previous line of credit with Farmers
& Merchants Union Bank and increases our revolving line of credit from
$5,000,000 to $10,000,000.  The interest rate on amounts we borrow under
the line of credit is a variable rate of 2.0% over the highest US Prime Rate as
published in the Wall Street Journal Money Table.  The interest rate
adjusts as and when the index rate changes.  Interest is due monthly on
this revolving credit facility.  No prepayment fees exist on the revolving
credit facility; however, we are required to pay a commitment fee equal to 0.50%
per year of the average daily unused portion of the line of credit.  The
maturity date of our line of credit is April 1, 2012.  Our revolving credit
facility is subject to protective covenants requiring us to maintain various
financial ratios. We are required to maintain a minimum book value net worth of
$50,000,000 and maintain a monthly working capital position of $7,500,000.
 We must receive written approval from our lender to exceed $1,000,000 in
annual capital expenditures and we must obtain consent prior to making
membership distributions in excess of 50% of the previous years net income,
excluding state and federal incentive payments.  Finally, we are prohibited
from making investments not directly for the benefit of our existing plant site.
 The revolving line of credit is secured by substantially all of our
assets.  Our $4,000,000 term loan
is at a fixed interest rate of 6.25%.  The term loan requires us to pay
monthly payments of accrued interest until November 1, 2009.  Starting on
that date, we are required to make 59 equal monthly payments of principal and
interest in the amount of $77,975, followed by one final payment of the unpaid
principal and all acrued interest remaining on the date the note evidencing the
term loan is due, October 1, 2014.  If we prepay the term loan, we must pay
a prepayment penalty of 1.0% of the outstanding loan balance, unless we can
establish that the source of the prepayment is derived from our business
operations.  Additionally, we were required to pay a loan origination fee
equal to 10 basis points.  Our term loan is subject to protective covenants
requiring us to maintain various financial ratios. We are required to maintain a
minimum book value net worth of $50,000,000 and maintain a monthly working
capital position of $7,500,000.  We must receive written approval from our
lender to exceed $1,000,000 in annual capital expenditures and we must obtain
consent prior to making membership distributions in excess of 50% of the
previous years net income, excluding state and federal incentive payments.
 Finally, we are prohibited from making investments not directly for the
benefit of our existing plant site.  The term loan is secured by
substantially all of our assets.  Our agreements with Farmers & Merchants
Union Bank with respect to our new revolving line of credit and term loan are
attached to this quarterly report on Form 10-Q as Exhibits 10.1 and 10.2,
respectively.  Off Balance Sheet Arrangements.  We currently do not have
any off-balance sheet arrangements.  Application of Critical Accounting
Estimates  Management uses
estimates and assumptions in preparing our financial statements in accordance
with generally accepted accounting principles.  These estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  We had the following critical accounting estimates as of the
three months ended March 31, 2009.  We review long-lived
assets for impairment whenever events or changes in circumstances indicate that
the related carrying amounts may not be recoverable.  Impairment testing
for assets requires various estimates and assumptions, including an allocation
of cash flows to those assets and, if required, an estimate of the fair value of
those assets.  Our estimates are based upon assumptions believed to be
reasonable, but which are inherently uncertain and unpredictable. These
valuations require the use of managements assumptions, which do not reflect
unanticipated events and circumstances that may occur.  In our analysis, we
consider future corn costs and ethanol prices, break-even points for our plant
and our risk management strategies in place through our derivative instruments
and forward contracts.  Given the significant assumptions required and the
possibility that actual conditions will differ, we consider the assessment of
impairment of our long-lived assets to be a critical accounting estimate. 20  Table of Contents  Our allowance for
doubtful accounts was $59,000 at both March 31, 2009 and December 31, 2008.
 These amounts are based on our historical experience and take into account
factors such as our marketing agreements in place for the marketing and sale of
all of our ethanol and a portion of our distillers grains, the payment due date
for such ethanol and distillers grains relative to when our marketers take
possession of the products, and our past success in collecting payment for the
ethanol and distillers grains sold pursuant to our marketing agreements.
 Because our allowance for doubtful accounts is based in part on our
assumption that our future collection of accounts will be similar to our
historical experiences, we consider this to be a critical accounting
estimate.  Item 3.  Quantitative and
Qualitative Disclosures About Market Risk.  We are exposed to the
impact of market fluctuations associated with interest rates and commodity
prices as discussed below. We have no exposure to foreign currency risk as all
of our business is conducted in U.S. Dollars. We use derivative financial
instruments as part of an overall strategy to manage market risk. We use cash,
futures and option contracts to hedge changes to the commodity prices of corn,
natural gas and ethanol. We do not enter into these derivative financial
instruments for trading or speculative purposes, nor do we designate these
contracts as hedges for accounting purposes pursuant to the requirements of SFAS
133, Accounting for Derivative Instruments and Hedging Activities.  Interest Rate Risk  We are exposed to market
risk from changes in interest rates.  At March 31, 2009, our exposure to
interest rate risk resulted primarily from holding a revolving line of credit
which bears a variable interest rate. As of March 31, 2009, we had no borrowings
against our revolving line of credit.  On April 2, 2009, we signed an
agreement for a new revolving line of credit, which also bears a variable
interest rate, replacing our previous line of credit.  Our $4,000,000 term
loan has a fixed interest rate.  The specifics of our revolving line of
credit and term loan are discussed in greater detail in Item 2 
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Short-Term and Long-Term Debt Sources.  Below is a sensitivity
analysis we prepared regarding our income exposure to changes in interest rates.
The sensitivity analysis below shows the anticipated effect on our income from a
10% adverse change in interest rates for a one year period.  Outstanding Variable Rate Debt at
3/31/09
Interest Rate at 3/31/09
Adverse 10% Change in Interest
Rates
Annual Adverse Change to
Income$0
5.25%
0.525%
$0  Commodity Price Risk  We seek to minimize the
risks from fluctuations in the prices of raw material inputs, such as corn and
natural gas, and finished products, such as ethanol and distillers grains,
through the use of hedging instruments.  In practice, as markets move, we
actively manage our risk and adjust hedging strategies as appropriate.
 Although we believe our hedge positions accomplish an economic hedge
against our future purchases and sales, management has chosen not to use hedge
accounting, which would match the gain or loss on our hedge positions to the
specific commodity purchase being hedged.  We are using fair value
accounting for our hedge positions, which means as the current market price of
our hedge positions changes, the realized or unrealized gains and losses are
immediately recognized in our cost of goods sold or as an offset to revenues.
The immediate recognition of hedging gains and losses under fair value
accounting can cause net income to be volatile from quarter to quarter due to
the timing of the change in value of the derivative instruments relative to the
cost and use of the commodity being hedged.  As corn prices move in
reaction to market trends and information, our income statement will be affected
depending on the impact such market movements have on the value of our
derivative instruments.  Depending on market movements, crop prospects and
weather, these price protection positions may cause immediate adverse effects,
but are expected to produce long-term positive growth for us.  21  Table of Contents  A sensitivity analysis
has been prepared to estimate our exposure to ethanol, corn and natural gas
price risk. Market risk related to these factors is estimated as the potential
change in income resulting from a hypothetical 10% adverse change in the fair
value of our corn and natural gas prices and average ethanol price as of March
31, 2009, net of the forward and future contracts used to hedge our market risk
for corn and natural gas usage requirements.  The volumes are based on our
expected use and sale of these commodities for a one year period from March 31,
2009.  As of March 31, 2009, approximately 30% of our estimated corn usage,
20% of our anticipated natural gas usage and 20% of our ethanol sales over the
next 12 months were subject to fixed price or index contracts where a price has
been established with an exchange.  The results of this analysis, which may
differ from actual results, are as follows:  Estimated Volume Requirements for the next 12 months (net
of forward and futures contracts)
Unit of Measure
Hypothetical Adverse Change in Price as of
3/31/2009
Approximate Adverse Change to IncomeNatural Gas
1,184,000
MMBTU
10%
$
828,800Ethanol
41,198,000
Gallons
10%
$
7,415,640Corn
14,130,769
Bushels
10%
$
5,652,308   Item 4.  Controls and Procedures  Our management,
including our Chief Executive Officer (the principal executive officer), Jeff
Robertson, along with our Chief Financial Officer (the principal financial
officer), Barb Bontrager, have reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended)
as of March 31, 2009.  Based on this review and evaluation, these officers
have concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act  is recorded, processed, summarized and
reported within the time periods specified in the forms and rules of the
Securities and Exchange Commission; and to ensure that the information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.  Our management,
consisting of our principal executive officer and principal financial officer,
have reviewed and evaluated any changes in our internal control over financial
reporting that occurred during the fiscal quarter ended March 31, 2009 and there
has been no change that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting.  22  Table of Contents  PART II.     OTHER INFORMATION  Item 1. Legal Proceedings  From time to time in the
ordinary course of business, we may be named as a defendant in legal proceedings
related to various issues, including without limitation, workers compensation
claims, tort claims, or contractual disputes.  We are not currently
involved in any material legal proceedings, directly or indirectly, and we are
not aware of any claims pending or threatened against us or any of our directors
that could result in the commencement of material legal proceedings.  Item 1A.  Risk Factors  The risk factors as
previously disclosed in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 have not materially changed. Please refer to the risk factors
set forth in our Annual Report on Form 10-K.  Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds  None.  Item 3. Defaults Upon Senior
Securities  None.    Item 4. Submission of Matters to a Vote of
Security Holders  None.  Item 5. Other Information  None.  Item 6. Exhibits  (a) The following exhibits are filed as
part of this report:   Exhibit No.
Exhibit10.1
Revolving and Term Credit Agreement
dated April 2, 2009 between the registrant and Farmers & Merchants
Union Bank.10.2
Revolving and Term Credit Agreement
dated April 2, 2009 between the registrant and Farmers & Merchants
Union Bank.31.1
Certificate pursuant to 17 CFR
240.13a-14(a).31.2
Certificate pursuant to 17 CFR
240.13a-14(a).32.1
Certificate pursuant to 18 U.S.C.
Section 1350.32.2
Certificate pursuant to 18 U.S.C.
Section 1350.   23  Table of Contents   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.  UNITED WISCONSIN GRAIN PRODUCERS,
LLCDate:
May 15, 2009

/s/ J.F. RobertsonJ.F. RobertsonChief Executive Officer(Principal Executive
Officer)Date:
May 15, 2009

/s/ Barb BontragerBarb BontragerChief Financial Officer(Principal Financial and
Accounting Officer)   24  Table of Contents   EXHIBIT INDEX  Exhibit No.
Description10.1
Revolving and
Term Credit Agreement dated April 2, 2009 between the registrant and
Farmers & Merchants Union Bank.10.2
Revolving and
Term Credit Agreement dated April 2, 2009 between the registrant and
Farmers & Merchants Union Bank.31.1
Certificate Pursuant to 17 CFR
240.13a-14(a).31.2
Certificate Pursuant to 17 CFR
240.13a-14(a).32.1
Certificate Pursuant to 18
U.S.C. Section 1350.32.2
Certificate Pursuant to 18
U.S.C. Section 1350.   25