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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q/A-2

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | for the quarterly period ended May 31,
    2003.                                            
|          
|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 333-17865

Exchange Act Filing Number 0-50150


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, MN 55077                 |  | (651) 355-6000                                          
|(Address of principal executive offices,
    including zip code)   |  | (Registrants telephone number,
    including area code)

Include 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 whether the Registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     YES o          NO þ

Indicate the number of shares outstanding of each
of the issuers classes of common stock, as of the latest
practicable date.

|      |  |                             
|----- |  | ----------------------------
|      |  | Number of Shares Outstanding
|Class |  | at May 31, 2003             
|      |  |                             
|NONE  |  | NONE                        



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TABLE OF CONTENTS



|                                      |                                          |  |  |  |  |  |  | 
|------------------------------------- | ---------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION        
|                                      | Item 4. Controls and Procedures         
|PART II. OTHER INFORMATION           
|                                      | Item 6. Exhibits and Reports on Form 8-K
|SIGNATURES                           
|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
|                              |  |                                  |   |     
|PART I. FINANCIAL INFORMATION
|Item 4.                       |  | Controls and Procedures          |   |      | 2 | 
|                             
|PART II. OTHER INFORMATION   
|Item 6.                       |  | Exhibits and Reports on Form 8-K |   |      | 3 | 
|                             
|SIGNATURE PAGE                |  |                                  | 4 |     

1



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This Form 10-Q/A-2 amends Item 4 to the
Registrants Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 2003, as previously amended by the
Form 10-Q/A. In addition, in connection with the filing of this
Form 10-Q/A-2 and pursuant to the rules of the Securities and
Exchange Commission, the Registrant is including with this Form
10-Q/A-2 certain currently dated certifications. No other
changes have been made to this Form 10-Q for the fiscal quarter
ended May 31, 2003 and this Form 10-Q/A-2 does not modify
or update the disclosure contained in the Form 10-Q as amended
by the Form 10-Q/A in any way other than as required to reflect
the amendments discussed above and reflected below.




PART I. FINANCIAL INFORMATION






|        |                        
|------- | -----------------------
|Item 4. | 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 May 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 the first quarter ended November 30,
2003, 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.

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PART II. OTHER INFORMATION






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits

|        |    |             |  |                                                                                                                                                                                                                                                                  
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    | Description
|        |    |            
|        | 4  | .1          |  | 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 (previously filed).                                                    
|        | 10 | .1          |  | 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 (previously filed).
|        | 31 | .1          |  | Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                                                      
|        | 31 | .2          |  | Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                                                      
|        | 32 | .1          |  | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002                                                                                                                                   
|        | 32 | .2          |  | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002                                                                                                                                   
|        | 99 | .1          |  | Cautionary Statement (previously filed).                                                                                                                                                                                                                         

(b) Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                             
| | ----------------------------
| | CHS INC.                    
| | (Registrant)                
|
| | /s/ JOHN SCHMITZ            
| |                             
| | John Schmitz                
| | Executive Vice President and
| | Chief Financial Officer     

March 2, 2004

4