UAPH Uap Hldg Corp (MM)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

Amendment No. 9
to
SCHEDULE 14D-9
(RULE 14d-101)
____________

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
____________

UAP Holding Corp.
(Name of Subject Company)

UAP Holding Corp.
(Names of Person(s) Filing Statement)
____________

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

903441103
(CUSIP Number of Class of Securities)

Todd A. Suko
Vice President, General Counsel and Secretary
7251 W. 4th Street
Greeley, CO 80634
(970) 356-4400

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)

____________

WITH COPIES TO:

Andrew J. Nussbaum
Gavin D. Solotar
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

¨       Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

      This Amendment No. 9 to the Schedule 14D-9 (this “Amendment”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2008, amends and supplements the Schedule 14D-9 filed with the SEC on December 10, 2007 by UAP Holding Corp. (the “Company”), a Delaware corporation, as amended by Amendment No. 1 filed on December 27, 2007, Amendment No. 2 filed on January 9, 2008, Amendment No. 3 filed on January 14, 2008, Amendment No. 4 filed on January 18, 2008, Amendment No. 5 filed on January 22, 2008, Amendment No. 6 filed on February 11, 2008, Amendment No. 7 filed on February 26, 2008 and Amendment No. 8 filed on March 14, 2008. The Schedule 14D-9 relates to a tender offer by Agrium U.S. Inc. (“Purchaser”), a Colorado corporation and an indirect wholly owned subsidiary of Agrium Inc. (“Parent”), to purchase all of the outstanding shares of common stock of the Company, par value $0.001 per share, at a purchase price of $39.00 per share, net to the seller in cash without interest thereon and less any required withholding taxes, as disclosed in a Tender Offer Statement on Schedule TO filed with the SEC on December 10, 2007, by Purchaser, Parent and Utah Acquisition Co., a Delaware corporation and a direct wholly owned subsidiary of Purchaser, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated December 10, 2007 and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

      The information in the Schedule 14D-9 is incorporated in this amendment by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Additional Information .

      Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the second and third paragraphs under the heading “(c) Regulatory Approvals”, the first sentence of which begins “Parent and the Company each filed its pre-Merger notification…,” with the following:

      On April 18, 2008, Parent announced that it has reached an agreement with the FTC on the terms of a Consent Decree which Parent is optimistic will allow for the closing of the transaction by early May, 2008. Parent indicated that it is undertaking the divestiture of up to seven retail centers (out of a total of approximately 370 stores) identified by the FTC as areas of concern. The Consent Decree would allow for the closing of the Offer prior to finalizing the divestiture of these outlets. The Consent Decree is subject to the approval of the FTC Commissioners who will be reviewing the matter. Parent indicated that it intends to re-file its report form with respect to the acquisition of Shares in the Offer with the FTC on April 18, 2008.

Item 9. Exhibits.

      Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

SIGNATURE

      After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 9 to Schedule 14D-9 is true, complete and correct.

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