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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K/A-3

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the Fiscal Year Ended August 31,
    2003                                               
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to           .                                 

Commission file number: 0-50150



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CHS Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                                                         |  |                                                                       
|------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------
|Minnesota                                                                                                                |  | 41-0251095                                                            
|(State or other jurisdiction of
    incorporation or organization)                                                       |  | (I.R.S. Employer
    Identification Number)                           
|                                                                                                                        
|5500 Cenex Drive
    Inver Grove Heights, Minnesota 55077(Address of principal executive
    office, including zip code) |  | (651) 355-6000(Registrants Telephone
    number, including area code)



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Securities Registered Pursuant to
Section 12(b) of the Act:

None


Securities Registered Pursuant to
Section 12(g) of the Act:


8% Cumulative Redeemable Preferred
Stock


(Title of Class)




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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.     Yes þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
the registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K: o

Indicate by check mark whether the Registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes o          No þ

State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently
completed second fiscal quarter:

The registrants voting and non-voting
common equity has no market value (the registrant is a member
cooperative).

Indicate the number of shares outstanding of each
of the registrants classes of common stock, as of the
latest practicable date: The registrant has no common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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TABLE OF CONTENTS



|                                      |                                                                       |  |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART II.                             
|                                      | Item 9A. Controls and Procedures                                     
|PART IV.                             
|                                      | Item 15. Exhibits, Financial Statements and Reports Filed on Form 8-K
|SIGNATURES                           
|Consent of Independent Accountants   
|Independent Auditors' Consent        
|Certification Pursuant to Section 302
|Certification Pursuant to Section 302
|Certification Pursuant to Section 906
|Certification Pursuant to Section 906



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INDEX

|           |  |                                                                  |   |      |   | 
|---------- |  | ---------------------------------------------------------------- | - | ---- | - | 
|           |  |                                                                  |   | Page
|           |  |                                                                  |   | No. 
|           |  |                                                                  |   |     
|PART II.  
|Item 9A.   |  | Controls and Procedures                                          |   |      | 3 | 
|PART IV.  
|Item 15.   |  | Exhibits, Financial Statements and Reports Filed
    on Form 8-K |   |      | 3 | 
|SIGNATURES |  |                                                                  | 7 |     

1



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This Form 10-K/ A-3 amends Item 9A to
the Registrants Annual Report on Form 10-K for the
fiscal year ended August 31, 2003, as previously amended by
the Registrants Form 10-K/ A-2 and
Form 10-K/A-1. In addition, in connection with the filing
of this Form 10-K/ A-3 and pursuant to the rules of the
Securities and Exchange Commission, the Registrant is including
with this Form 10-K/ A-3 certain currently dated
certifications. No other changes have been made to the Annual
Report and this Form 10-K/ A-3 does not modify or update
the disclosure contained in the Form 10-K, as amended by
the Form-K/ A-2 and Form 10-K/ A-1, in any way other than
as required to reflect the amendments discussed above and
reflected below.

2



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PART II.







Item
9A.     Controls and
Procedures


Under the supervision and with the participation
of our management, including our Chief Executive Officer and
Chief Financial Officer, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange
Act of 1934 (the Exchange Act)) as of
August 31, 2003. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as
of that date except as noted below with respect to the
identification and elimination of certain sales and transfers
within our Grain Marketing business segment, our disclosure
controls and procedures were effective.

During our fourth fiscal quarter, there was no
change in our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

Following the end of our fourth fiscal quarter,
we determined that certain sales and transfers within our Grain
Marketing business segment and also between the Grain Marketing
segment and the Processed Grains and Foods segment had not been
properly identified and eliminated in our consolidated financial
statements for certain periods prior to that fiscal quarter.
Following this determination, we restated our consolidated
statements of operations for the fiscal years ended
August 31, 2002, 2001 and 2000 and for the first three
fiscal quarters of the fiscal year ended August 31, 2003.
These changes had no effect on our financial condition, or
changes in cash flows, and no effect on reported gross profit or
net income for the periods stated above. In response, we changed
our internal control over financial reporting to include
additional processes that are intended to ensure the proper
identification and reporting of intra-company transactions and
enable us to eliminate those transactions in the preparation of
our consolidated financial statements.






PART IV.







Item
15.     Exhibits, Financial
Statements and Reports Filed on Form 8-K


(a)(3)     Exhibits

| |      |  |  |                                                                                                                                                                                                                                                                      
| | ---- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1  |  |  | Articles of Incorporation of the Company, as
    amended.(13)                                                                                                                                                                                                        
| | 3.2  |  |  | Articles of Amendment to the Articles of
    Incorporation.(18)                                                                                                                                                                                                      
| | 3.3  |  |  | Bylaws of the Company, as amended.(13)                                                                                                                                                                                                                               
| | 4.1  |  |  | Resolution Creating a Series of Preferred Equity
    to be Designated 8% Cumulative Redeemable Preferred Stock.(14)                                                                                                                                                  
| | 4.2  |  |  | Unanimous Written Consent Resolution of the Board
    of Directors of Cenex Harvest States Cooperatives Amending the
    Amended and Restated Resolution Creating a Series of Preferred
    Equity to be Designated 8% Cumulative Redeemable Preferred
    Stock.(15)
| | 4.3  |  |  | Resolution amending a previous Preferred Stock
    Resolution with respect to the record date for payment of
    dividends for the Companys 8% Cumulative Redeemable
    Preferred Stock.(17)                                                                       
| | 4.4  |  |  | Form of Certificate Representing 8% Cumulative
    Redeemable Preferred Stock.(15)                                                                                                                                                                                   
| | 10.1 |  |  | Lease between the Port of Kalama and North
    Pacific Grain Growers, Inc., dated November 22, 1960.(1)                                                                                                                                                              
| | 10.2 |  |  | Limited Liability Company Agreement for the
    Wilsey-Holsum Foods, LLC dated July 24, 1996.(1)                                                                                                                                                                     
| | 10.3 |  |  | Long Term Supply Agreement between Wilsey-Holsum
    Foods, LLC and Harvest States Cooperatives dated August 30,
    1996.(*)(1)                                                                                                                                     
| | 10.4 |  |  | TEMCO, LLC Limited Liability Company Agreement
    between Cargill, Incorporated and Cenex Harvest States
    Cooperatives dated as of August 26, 2002.(12)                                                                                                          
| | 10.5 |  |  | Cenex Harvest States Cooperatives Supplemental
    Savings Plan.(7)                                                                                                                                                                                                  

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| |        |  |  |                                                                                                                                                                                                                                                   
| | ------ |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.6   |  |  | Cenex Harvest States Cooperatives Supplemental
    Executive Retirement Plan.(7)                                                                                                                                                                  
| | 10.7   |  |  | Cenex Harvest States Cooperatives Senior
    Management Compensation Plan.(7)                                                                                                                                                                     
| | 10.8   |  |  | Cenex Harvest States Cooperatives Executive
    Long-Term Variable Compensation Plan.(7)                                                                                                                                                          
| | 10.9   |  |  | Cenex Harvest States Cooperatives Share Option
    Plan.(7)                                                                                                                                                                                       
| | 10.9A  |  |  | Amendment to Cenex Harvest States Share Option
    Plan, dated June 28, 2001.(10)                                                                                                                                                                 
| | 10.10  |  |  | $225,000,000 Note Agreement (Private Placement
    Agreement) dated as of June 19, 1998 among Cenex Harvest
    States Cooperatives and each of the Purchasers of the Notes.(2)                                                                   
| | 10.10A |  |  | First Amendment to Note Agreement ($225,000,000
    Private Placement), effective September 10, 2003, among CHS
    Inc. and each of the Purchasers of the notes.(19)                                                                             
| | 10.11  |  |  | Credit Agreement (Revolving Loan) dated as of
    May 21, 2003 among Cenex Harvest States Cooperatives,
    CoBank, ACB, SunTrust Bank, Cooperatieve Centrale
    Raiffeisen-Boerenleenbank B.A., BNP Paribas and the Syndication
    Parties.(17)
| | 10.12  |  |  | $200 Million Term Loan Credit Agreement dated as
    of June 1, 1998 among Cenex Harvest States Cooperatives,
    CoBank, ACB, and St. Paul Bank for Cooperatives, including
    Exhibit 2.4 (form of $200 Million Promissory Note).(2)           
| | 10.12A |  |  | First Amendment to Credit Agreement (Term Loan),
    effective as of May 31, 1999 among Cenex Harvest States
    Cooperatives, CoBank, ACB, and St. Paul Bank for Cooperatives.(4)                                                                
| | 10.12B |  |  | Second Amendment to Credit Agreement (Term Loan)
    dated May 23, 2000 by and among Cenex Harvest States
    Cooperatives, CoBank, ACB, St. Paul Bank for Cooperatives
    and the Syndication Parties.(6)                                       
| | 10.12C |  |  | Third Amendment to Credit Agreement (Term Loan)
    dated May 23, 2001 among Cenex Harvest States Cooperatives,
    CoBank, ACB, and the Syndication Parties.(9)                                                                                  
| | 10.12D |  |  | Fourth Amendment to Credit Agreement (Term Loan)
    dated May 22, 2002 among Cenex Harvest States Cooperatives,
    CoBank, ACB and the Syndication Parties.(11)                                                                                 
| | 10.13  |  |  | Limited Liability Agreement of United Harvest,
    LLC dated November 9, 1998 between United Grain Corporation
    and Cenex Harvest States Cooperatives.(3)                                                                                      
| | 10.14  |  |  | Joint Venture Agreement for Agriliance LLC, dated
    as of January 1, 2000 among Farmland Industries, Inc.,
    Cenex Harvest States Cooperatives, United Country Brands, LLC
    and Land O Lakes, Inc.(5)                                     
| | 10.15  |  |  | Employment Agreement dated November 6, 2003
    by and between John D. Johnson and CHS Inc.(19)                                                                                                                                                   
| | 10.16  |  |  | CHS Inc. Special Supplemental Executive
    Retirement Plan.(19)                                                                                                                                                                                  
| | 10.17  |  |  | Note purchase and Private Shelf Agreement dated
    as of January 10, 2001 between Cenex Harvest States
    Cooperatives and The Prudential Insurance Company of America.(8)                                                                      
| | 10.17A |  |  | Amendment No. 1 to Note Purchase and Private
    Shelf Agreement, dated as of March 2, 2001.(8)                                                                                                                                                   
| | 10.18  |  |  | Note Purchase Agreement and Series D & E
    Senior Notes dated October 18, 2002.(12)                                                                                                                                                             
| | 10.19  |  |  | 2002 Amended and Restated Credit Agreement
    (364-Day Revolving Loan) dated December 17, 2002 by and
    among National Cooperative Refinery Association, CoBank, ACB and
    Farm Credit Bank of Wichita, D/B/A U.S. AgBank, FCB.(16)          
| | 21.1   |  |  | Subsidiaries of the Registrant.(19)                                                                                                                                                                                                               
| | 23.1   |  |  | Consent of Independent Accountants.(20)                                                                                                                                                                                                           
| | 23.2   |  |  | Independent Auditors Consent.(20)                                                                                                                                                                                                                
| | 24.1   |  |  | Power of Attorney.(19)                                                                                                                                                                                                                            
| | 31.1   |  |  | Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.(20)                                                                                                                                                                  
| | 31.2   |  |  | Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.(20)                                                                                                                                                                  

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| |      |  |  |                                                                                                                                    
| | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------
| | 32.1 |  |  | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.(20)
| | 32.2 |  |  | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.(20)



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|    |                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | Pursuant to Rule 406 of the Securities Act
    of 1933, as amended, confidential portions of Exhibit 10.3
    have been deleted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential
    treatment.
|   
|(1) | Incorporated by reference to the Companys
    Registration Statement on Form S-1 (File
    No. 333-17865), filed February 7, 1997.                                                                                                                       
|   
|(2) | Incorporated by reference to the Companys
    Form 10-Q Transition Report for the period June 1,
    1998 to August 31, 1998, filed October 14, 1998.                                                                                                    
|   
|(3) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended November 30,
    1998, filed January 13, 1999.                                                                                                                    
|   
|(4) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended May 31, 1999,
    filed July 13, 1999.                                                                                                                            
|   
|(5) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended February 29,
    2000 filed April 11, 2000.                                                                                                                       
|   
|(6) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended May 31, 2000,
    filed July 10, 2000.                                                                                                                            
|   
|(7) | Incorporated by reference to the Companys
    Form 10-K for the year ended August 31, 2000, filed
    November 22, 2000.                                                                                                                                 
|   
|(8) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended February 28,
    2001, filed April 10, 2001.                                                                                                                      
|   
|(9) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended May 31, 2001,
    filed July 3, 2001.                                                                                                                             



|     |                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated by reference to the Companys
    Registration Statement on Form S-2 (File
    No. 333-65364), filed October 26, 2001.                    
|    
|(11) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended May 31, 2002,
    filed July 3, 2002.                          
|    
|(12) | Incorporated by reference to the Companys
    Form 10-K for the year ended August 31, 2002, filed
    November 25, 2002.                              
|    
|(13) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended November 30,
    2002, filed January 9, 2003.                  
|    
|(14) | Incorporated by reference to Amendment No. 1
    to the Companys Registration Statement on Form S-2
    (File No. 333-101916), dated January 13, 2003.
|    
|(15) | Incorporated by reference to Amendment No. 2
    to the Companys Registration Statement on Form S-2
    (File No. 333-101916), dated January 23, 2003.
|    
|(16) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended February 28,
    2003, filed April 4, 2003.                    
|    
|(17) | Incorporated by reference to the Companys
    Form 10-Q for the quarterly period ended May 31, 2003,
    filed July 2, 2003.                          
|    
|(18) | Incorporated by reference to the Companys
    Form 8-K, filed August 5, 2003.                                                                         
|    
|(19) | Incorporated by reference to the Companys
    Form 10-K for the year ended August 31, 2003 filed on
    November 21, 2003.                            
|    
|(20) | Filed herewith.                                                                                                                                        

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(b)     Reports on
Form 8-K

On August 5, 2003 the Company filed a report
on Form 8-K announcing the Companys name change from
Cenex Harvest States Cooperatives to CHS Inc. This was the only
report on Form 8-K filed during the fourth quarter.

(c)     Exhibits

The exhibits shown in Item 15(a)(3) above
are being filed herewith.

(d)     Schedules

None.

Supplemental Information

As a cooperative, the Company does not utilize
proxy statements.

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SIGNATURES


Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on
March 2, 2004.



| |         
| | --------
| | CHS INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ JOHN D. JOHNSON

| |                                          
| | -----------------------------------------
| |                                          
| | John D. Johnson                          
| | President and Chief Executive
    Officer

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities indicated on March 2, 2004:

|                                   |  |                                                                                            |  | 
|---------------------------------- |  | ------------------------------------------------------------------------------------------ |  | 
|                                   |  |                                                                                           
|Signature                          |  | Title                                                                                     
|                                   |  |                                                                                           
|                                  
|/s/ JOHN D. JOHNSONJohn D. Johnson |  | President and Chief Executive Officer
    (principal executive officer)                   
|                                  
|/s/ JOHN SCHMITZJohn Schmitz       |  | Executive Vice President and Chief Financial
    Officer
    (principal financial officer)
|                                  
|/s/ JODELL HELLERJodell Heller     |  | Vice President and Controller
    (principal accounting officer)                          
|                                  
|Michael Toelle*                    |  | Chairman of the Board of Directors                                                        
|                                  
|Bruce Anderson*                    |  | Director                                                                                  
|                                  
|Robert Bass*                       |  | Director                                                                                  
|                                  
|David Bielenberg*                  |  | Director                                                                                  
|                                  
|Dennis Carlson*                    |  | Director                                                                                  
|                                  
|Curt Eischens*                     |  | Director                                                                                  
|                                  
|Robert Elliott*                    |  | Director                                                                                  
|                                  
|Robert Grabarski*                  |  | Director                                                                                  
|                                  
|Jerry Hasnedl*                     |  | Director                                                                                  
|                                  
|Glen Keppy*                        |  | Director                                                                                  
|                                  
|James Kile*                        |  | Director                                                                                  
|                                  
|Randy Knecht*                      |  | Director                                                                                  
|                                  
|Richard Owen*                      |  | Director                                                                                  
|                                  
|Duane Stenzel*                     |  | Director                                                                                  
|                                  
|Merlin Van Walleghen*              |  | Director                                                                                  
|                                  
|Michael Mulcahey                   |  | Director                                                                                  
|                                  
|Steve Fritel                       |  | Director                                                                                  
|*By:                               |  | /s/ JOHN D. JOHNSONJohn D. Johnson
    Attorney-in-fact                                    |  | 

7