UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

                For the quarterly period ended February 28, 1999

                                       or

            TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

         For the transition period from _____________ to _____________.

                       Commission File Number:   2-67985


                           FARMLAND INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



                  Kansas                               44-0209330
         (State of incorporation)                     (I.R.S. Employer
                                                    Identification No.)


                  3315 North Oak Trafficway
                  Kansas City, Missouri                 64116-0005
                  (Address of principal executive offices)(Zip Code)



        Registrant's telephone number, including area code: 816-459-6000


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 [X]  No [ ]

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                  FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                   August 31               February 28
                                                                     1998                     1999

                                                                         (Amounts in Thousands)
<S>                                                          <C>                     <C>
Current Assets:
  Cash and cash equivalents.................................   $          7,334        $              0
  Accounts receivable - trade                                           596,415                 611,874
  Inventories (Note 2)......................................            725,967                 852,174
  Other current assets......................................            145,151                 198,975


       Total Current Assets.................................   $      1,474,867        $      1,663,023




Investments and Long-Term Receivables (Note 4)..............   $        298,402        $        289,317



Property, Plant and Equipment:
  Property, plant and equipment, at cost....................   $      1,680,373        $      1,719,030
     Less accumulated depreciation and
     amortization...........................................            853,224                 887,260


  Net Property, Plant and Equipment.........................   $        827,149        $        831,770



Other Assets................................................   $        212,356        $        209,389

Total Assets................................................   $      2,812,774        $      2,993,499


<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                  FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                            LIABILITIES AND EQUITIES
<TABLE>
<CAPTION>
                                                                           August 31          February 28
                                                                             1998                  1999

                                                                              (Amounts in Thousands)
<S>                                                                   <C>                   <C>
Current Liabilities:
    Checks and drafts outstanding...................................     $           -0-        $      64,497
    Demand loan certificates........................................             28,407                20,908
    Short-term notes payable .......................................            380,232               490,377
    Current maturities of long-term debt ...........................             38,946                39,522
    Accounts payable - trade........................................            330,043               313,985
    Customer advances on product purchases..........................             13,775                65,210
    Other current liabilities.......................................            309,826               227,553


        Total Current Liabilities...................................     $    1,101,229         $   1,222,052


Long-Term Liabilities:
    Long-term borrowings (excluding current maturities).............     $      728,103         $     786,869
    Other long-term liabilities.....................................             31,942                31,914


        Total Long-Term Liabilities.................................     $      760,045         $     818,783


Deferred Income Taxes...............................................     $        3,333         $       9,806


Minority Owners' Equity in Subsidiaries.............................     $       35,471         $      35,182


Net Loss (Note 1)...................................................     $           -0-        $      (4,294)
Capital Shares and Equities:
  Preferred Shares, Authorized 8,000,000 Shares, 8% Series A
  cumulative redeemable preferred shares, stated at
  redemption value,   $50 per share ................................     $      100,000         $     100,000
  Other Preferred Shares,  $25 Par Value ...........................                 71                    70
  Common shares, $25 par value--Authorized
     50,000,000 shares..............................................            451,804               504,382
    Earned surplus and other equities...............................            360,821               307,518


        Total Capital Shares and Equities...........................     $      912,696         $     911,970




Contingent Liabilities and Commitments (Note 3)


Total Liabilities and Equities......................................     $    2,812,774         $   2,993,499


<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                   FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                            Six Months Ended

                                                                   February 28           February 28
                                                                      1998                  1999

                                                                         (Amounts in Thousands)
<S>                                                            <C>                    <C>
Sales.........................................................   $    4,413,341         $    5,073,898
Cost of sales.................................................        4,196,543              4,852,035


Gross income..................................................   $      216,798         $      221,863


Selling, general and administrative expenses..................   $      200,955         $      235,824


Other income (deductions):
   Interest expense...........................................   $      (35,329)        $      (39,672)
   Other, net.................................................           19,272                 16,902

Total other income (deductions)...............................   $      (16,057)        $      (22,770)


Loss before equity in net income of investees, minority owners
  interest in net (income) loss of subsidiaries
    and income taxes..........................................   $         (214)        $      (36,731)

Equity in net income of investees (note 4) ...................           22,805                 24,479

Minority owners' interest in net (income) loss
   of subsidiaries............................................              551                 (4,146)


Income (loss) before income taxes..............................  $       23,142         $      (16,398)

Income tax (expense) benefit..................................           (2,715)                12,104


Net income (loss).............................................   $       20,427         $       (4,294)



<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                   FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                           Three Months Ended

                                                                   February 28           February 28
                                                                      1998                  1999

                                                                         (Amounts in Thousands)
<S>                                                            <C>                    <C>
Sales.........................................................   $    2,129,495         $    2,491,648
Cost of sales.................................................        2,031,868              2,382,258


Gross income..................................................   $       97,627         $      109,390


Selling, general and administrative expenses..................   $      103,307         $      117,824


Other income (deductions):
   Interest expense...........................................   $      (18,220)        $      (19,743)
   Other, net.................................................           11,297                  6,233

Total other income (deductions)...............................   $       (6,923)        $      (13,510)


Loss before equity in net income of investees, minority owners
  interest in net (income) loss of subsidiaries
    and income taxes..........................................   $      (12,603)        $      (21,944)

Equity in net income of investees (note 4) ...................           13,950                 14,161

Minority owners' interest in net (income) loss
   of subsidiaries............................................              461                 (1,850)


Income (loss) before income taxes.............................   $        1,808         $       (9,633)

Income tax benefit............................................            1,286                 11,739


Net income....................................................   $        3,094         $        2,106



<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                   FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                         Six Months Ended

                                                                                 February 28         February 28
                                                                                     1998                1999

                                                                                      (Amounts in Thousands)
<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...........................................................      $    20,427       $       (4,294)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
     Depreciation and amortization..........................................           50,098               55,795
     Equity in net (income) of investees....................................          (22,805)             (24,479)
     Other..................................................................           (5,872)              13,511
    Changes in assets and liabilities:
       Accounts receivable..................................................           29,895              (18,177)
       Inventories..........................................................          (65,846)            (126,207)
       Other assets.........................................................          (22,674)             (50,443)
       Accounts payable.....................................................          (35,714)             (16,058)
       Customer advances on product purchases...............................           17,190               51,435

       Other liabilities....................................................          (60,815)             (48,987)

Net cash used in operating activities.......................................      $   (96,116)      $     (167,904)


CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................................      $   (55,198)      $      (49,002)
Distributions from joint ventures...........................................           22,569               37,588
Additions to investments and notes receivable...............................          (21,524)             (30,323)
Acquisition of other long-term assets.......................................          (17,914)              (9,096)
Proceeds from disposal of investments and notes receivable..................           40,751               17,797
Proceeds from sale of fixed assets..........................................            3,972                2,089
Other.......................................................................             (400)                  25

Net cash used in investing activities.......................................      $   (27,744)      $      (30,922)


CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of patronage refunds...............................................      $   (40,159)      $      (23,714)
Payments for redemption of equities.........................................          (29,163)              (8,517)
Payments of dividends.......................................................             (937)              (2,004)
Proceeds from bank loans and notes payable..................................          139,956              611,987
Payments on bank loans and notes payable....................................          (74,440)            (482,332)
Proceeds from issuance of subordinated debt certificates....................           54,697               46,804
Payments for redemption of subordinated debt certificates...................          (36,372)              (7,825)
Increase of checks and drafts outstanding...................................           28,563               64,497
Net decrease in demand loan certificates....................................          (18,355)              (7,499)
Proceeds from issuance of preferred shares..................................          100,000                    0
Other ......................................................................               70                   95

Net cash provided by financing activities...................................      $   123,860       $      191,492


Net decrease in cash and cash equivalents...................................     $         0        $       (7,334)
Cash and cash equivalents at beginning of period............................               0                 7,334

Cash and cash equivalents at end of period..................................     $         0        $            0

</TABLE>

[FN]
See accompanying Notes to Consolidated Financial Statements.


                   FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)  INTERIM FINANCIAL STATEMENTS

      Unless the  context requires  otherwise,  (i) "Farmland",  the  "Company",
"we", "us" and "ours"  refer to Farmland Industries,  Inc. and its  consolidated
subsidiaries, (ii) all references to "year" or "years" are to fiscal years ended
August 31  and (iii)  all references  to "members"  are to  persons eligible  to
receive patronage  refunds from  Farmland  including voting  members,  associate
members and  other  patrons  with  which  Farmland  has  a  currently  effective
patronage refund agreement.

      In view of the seasonality of Farmland's businesses, it must be emphasized
that the results  of operations for  the periods presented  are not  necessarily
indicative of the results for a full fiscal year.

      The  information  included  in  these  Condensed  Consolidated   Financial
Statements of  Farmland  reflects all  adjustments  (consisting only  of  normal
recurring accruals) which,  in the opinion  of management, are  necessary for  a
fair statement of the results for the interim periods presented.

      The Company's revenues, margins and net income depend, to a large  extent,
on conditions  in agriculture  and may  be volatile  due to  factors beyond  our
control,  such  as  weather,  crop  failures,  federal  agricultural   programs,
production efficiencies  and U.S.  imports and  exports.   In addition,  various
federal and state regulations  to protect the  environment encourage farmers  to
reduce the  use of  fertilizers and  other chemicals.   Global  variables  which
affect supply,  demand and  price  of crude  oil,  refined fuels,  natural  gas,
livestock,  grain  and  other  commodities  may  impact  Farmland's  operations.

Historically, changes in the costs of  raw materials used in the manufacture  of
our finished products have not necessarily resulted in corresponding changes  in
the prices at which  such products have  been sold by  the Company.   Management
cannot determine the extent to which these factors may impact future  operations
of the Company.   The  Company's cash flow  and net  income may  be volatile  as
conditions affecting agriculture and markets for our products change.

     In accordance with the bylaws of Farmland and its cooperative subsidiaries,
the members' portion of income before income taxes is determined annually.  From
such amount patronage refunds are distributed to members of Farmland.

     The determination of members' income (and members' loss) is made only after
the end of the  fiscal year.  The  amount of patronage refunds  to be paid  from
such member income is then  determined by the Board  of Directors in their  sole
discretion.  In view  of the fact   that the amount of  members' income and  the
amount of members' loss is determined only after the end of the fiscal year, and
the fact that the handling of  members' loss, the resulting amount of  patronage
refunds to be  paid, the portion  of such refund  to be paid  either in cash  or
Farmland equity  (common  stock,  associate  member  common  stock  and  capital
credits) and the resulting  appropriation of member's  income to earned  surplus
can be made only  by the Board of  Directors after the end  of the fiscal  year,
Farmland makes  no provision  for patronage  refunds  in its  interim  financial
statements.  Therefore, the amount of net income (loss) has been reflected as  a
separate item in  the accompanying Condensed  Consolidated Balance  Sheet as  of
February 28, 1999.

(2)  INVENTORIES

      Major components of inventories are as follows:

<TABLE>
<CAPTION>
                                                   August 31               February 28

                                                      1998                     1999

                                                         (Amounts in Thousands)
<S>                                            <C>                      <C>
Finished and in-process products..............  $     605,876            $    737,006
Materials.....................................         62,578                  58,758
Supplies......................................         57,513                  56,410



                                                $     725,967            $    852,174


</TABLE>



      At February 28, 1999, the carrying  value of petroleum inventories  stated
under the LIFO method was  $138.9 million and exceeded the market value of  such
inventory by approximately  $24.0 million.   Management reasonably expects  that
this decline will  be fully recovered  before the end  of the  fiscal year  and,
therefore, will  not impact  the  Company's income  for  the full  fiscal  year.
Accordingly, this market value decline has not been recognized in the  Company's
interim results of operations.   As of March  31, 1999, petroleum market  prices
had increased such  that the market  value of  Farmland's petroleum  inventories
exceeded the inventories' LIFO carrying  values by approximately $34.0  million.
This recovery, if maintained,  is sufficient for Farmland  to recover the  $27.6
million lower of LIFO inventory cost  or market adjustment charged to income  in
1998.  However, given the volatility of the crude oil and refined fuels markets,
no assurance can be provided that this market value recovery will be  maintained
through the end of the fiscal year.


(3)  CONTINGENCIES

  (A)  TAX LITIGATION

      In July 1983, Farmland sold the stock of Terra Resources, Inc.  ("Terra"),
a wholly owned  subsidiary engaged  in oil  and gas  exploration and  production
operations, and exited its  oil and gas  exploration and production  activities.
The gain from the sale of  Terra amounted to   $237.2 million for tax  reporting
purposes.

      On March 24, 1993, the Internal Revenue Service ("IRS") issued a statutory
notice to Farmland asserting deficiencies in federal income taxes (exclusive  of
statutory interest thereon)  in the  aggregate amount of   $70.8  million.   The
asserted deficiencies relate  primarily to the  Company's tax  treatment of  the

$237.2 million gain resulting from its sale of the stock of Terra and the  IRS's
contention that Farmland incorrectly treated the  Terra sale gain as  patronage-
sourced income against which certain patronage-sourced operating losses could be
offset.  The statutory notice further asserts that, among other things, Farmland
incorrectly characterized  for  tax  purposes  gains  aggregating  approximately
$14.6 million, and a  loss of approximately   $2.3 million from dispositions  of
certain other assets.

      On June 11, 1993, Farmland filed a petition in the United States Tax Court
contesting the asserted deficiencies in their  entirety.  The case was tried  on
June 13-15,  1995.   The parties  submitted post-trial  briefs to  the court  in
September 1995 and reply briefs were submitted to the court in November 1995.

      If the  United  States Tax  Court  decides in  favor  of the  IRS  on  all
unresolved issues raised in the statutory notice, Farmland would have additional
federal and  state  income  tax liabilities  aggregating  approximately    $85.8
million   plus   accumulating   statutory   interest   thereon    (approximately
$297.9 million  through  February  28,  1999),  or  $383.7 million  (before  tax
benefits of the interest deduction) in the  aggregate at February 28, 1999.   In
addition, such a  decision would affect  the computation  of Farmland's  taxable
income for its 1989 tax year and, as a result, could increase Farmland's federal
and state income taxes for that year by approximately  $15.3 million  (including
accumulated statutory  interest).   The asserted  federal and  state income  tax
liabilities and accumulated  interest would become  immediately due and  payable
unless the Company appealed the decision  and posted the requisite bond to  stay
assessment and collection.

        In March  1998, Farmland  received notice  from  the IRS  assessing  the
$15.3 million tax and  accumulated statutory interest  related to the  Company's
1989 tax year (as described above).   In order to  establish the trial court  in
which initial litigation, if  any, of the  dispute would occur  and to stop  the
accumulation of interest, the Company deposited funds with the IRS in the amount

of the assessment.  After making the deposit, the Company filed for a refund  of
the entire amount deposited.

      The liability resulting from an adverse decision by the United States  Tax
Court would be  charged to current  earnings and would  have a material  adverse
effect on the Company.   In the event  of such an  adverse determination of  the
Terra tax issue, certain financial covenants of the Company's Syndicated  Credit
Facility (the "Credit Facility"), dated May  15, 1996, become less  restrictive.
Had the United States Tax Court  decided in favor of  the IRS on all  unresolved
issues, and  had all  related  additional federal  and  state income  taxes  and
accumulated interest  been due  and payable  on  February 28,  1999,  Farmland's
borrowing capacity  under the  Credit  Facility was  adequate  at that  time  to
finance the liability.  However, Farmland's  ability to finance such an  adverse
decision depends  substantially on  the financial  effects of  future  operating
events on its borrowing capacity under the Credit Facility.

      No provision has been  made in the  Consolidated Financial Statements  for
federal or state income taxes (or interest thereon) in respect of the IRS claims
described above.  The  Company believes that it  has meritorious positions  with
respect to all of these claims.

      In the opinion of Bryan Cave LLP, the Company's special tax counsel, it is
more likely than not that the courts will ultimately conclude that the Company's
treatment of the Terra  sale gain was substantially,  if not entirely,  correct.
Such counsel has further advised, however,  that none of the issues involved  in
this dispute is free from doubt, and there  can be no assurance that the  courts
will ultimately rule in favor of the Company on any of these issues.

  (B)  ENVIRONMENTAL MATTERS

      The Company currently  is aware of  probable obligations  under state  and
federal environmental laws at 40 properties.  At February 28, 1999, the  Company
has an environmental  accrual in its  Condensed Consolidated  Balance Sheet  for
probable  and  reasonably  estimated  costs  for  remediation  of   contaminated
properties of    $20.8  million.   The  Company  periodically  reviews  and,  as
appropriate, revises its environmental accruals.   Based on current  information
and regulatory requirements, the Company believes that the accruals  established
for environmental expenditures are adequate.

      The Company's  actual  final  costs of  addressing  certain  environmental
matters are not quantifiable, and therefore have not been accrued, because  such
matters are in preliminary  stages and the timing,  extent and costs of  various
actions which  governmental  authorities  may  require  are  currently  unknown.
Management is  aware  of  other  environmental matters  for  which  there  is  a
reasonable possibility  that the  Company will  incur costs  to resolve.  It  is
possible that the costs of resolution of the matters described in this paragraph
may exceed the liabilities which, in the opinion of management, are probable and
which costs are reasonably estimable  at February 28, 1999.   In the opinion  of
management,  it  is  reasonably  possible  for  such  additional  costs  to   be
approximately  $10.3 million.

      The environmental  accrual  discussed  above  covers  certain  matters  in
connection with which  the Environmental  Protection Agency  has designated  the
Company as a potentially responsible party ("PRP") or a responsible party ("RP")
under the Comprehensive Environmental  Response, Compensation and Liability  Act
("CERCLA"), at various National Priority List ("NPL") sites.

      Under the  Resource  Conservation Recovery  Act  of 1976  (''RCRA''),  the
Company has three  closure and  four post-closure  plans in  place for  multiple
locations. Closure and post-closure plans also are in place for three  landfills

and two injection wells as required by state regulations. Such closure and post-
closure costs are estimated to be  $4.9 million at February 28, 1999 (and are in
addition to the  $20.8 million accrual and  the  $10.3 million discussed in  the
prior paragraphs).    The  Company accrues  these  liabilities  when  plans  for
termination of plant operations have been made.  Operations are ongoing at these
locations and the  Company does  not plan to  terminate such  operations in  the
foreseeable future. Therefore, the Company  has not accrued these  environmental
exit costs.


 (4) SUMMARIZED FINANCIAL INFORMATION OF INVESTEES ACCOUNTED FOR BY THE EQUITY
METHOD

      Summarized financial information of investees accounted for by the  equity
method for the six months ended  February 28, 1998 and  February 28, 1999 is  as
follows:

<TABLE>
<CAPTION>
                                                February 28,           February 28,
                                                    1998                   1999

                                                      (Amounts in Thousands)
<S>                                           <C>                    <C>
Net sales..................................... $      495,358         $    1,362,129


Net income.................................... $       46,370         $       42,265


Farmland's equity in net income............... $       22,805         $       24,479


</TABLE>



      The Company's  investments  accounted for  by  the equity  method  consist
principally of 50% equity  interests in three  manufacturers of crop  production
products, Farmland  Hydro,  L.P.,  SF Phosphates Limited  Company  and  Farmland
MissChem, Limited; a  50% equity interest  in a distributor  of crop  protection
products, WILFARM, LLC; and,  during the six months  ended February 28, 1999,  a
50% equity interest in  a grain marketing entity,  Concourse Grain, LLC., and  a
50% equity  interest in  a grain  procurement,  marketing and  services  entity,
Farmland-Atwood, LLC, both of which were organized in July 1998.

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


      The information contained herein and the Condensed Consolidated  Financial
Statements and Accompanying Notes presented in this Form 10-Q should be read  in
conjunction with  information set  forth in  Part  II, Items  7  and 8,  in  the
Company's Annual Report on Form 10-K for the year ended August 31, 1998.


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

      Farmland has historically maintained two primary sources for debt capital:
a substantially continuous public offering of  its subordinated debt and  demand
loan securities (the ''continuous debt program'') and bank lines of credit.

      Debt securities issued under the continuous public debt offering generally
are offered  on a  best-efforts basis  through  our wholly  owned  broker-dealer
subsidiary, Farmland Securities Company.  The debt securities were also  offered
by American Heartland Investments, Inc. and  Iron Street Securities Inc.  (which
are not affiliated  with Farmland), and  also may be  offered by selected  other
unaffiliated broker-dealers.  The types of securities included in the continuous
debt offering  include  certificates payable  on  demand and  subordinated  debt
securities.  The total amount of such debt outstanding and the flow of funds  to
or from the Company as a result  of the continuous debt offering are  influenced
by the rate of interest  which Farmland establishes for  each type or series  of
debt security offered and by options of Farmland to call for redemption  certain
of its outstanding debt  securities.  During the  six months ended February  28,
1999, the outstanding balance of demand certificates decreased by  $7.5  million
and the  outstanding balance  of subordinated  debt securities  increased  $39.0
million.

      In May 1996, Farmland entered into a five year Syndicated Credit  Facility
(the "Credit Facility")  with various participating  banks. The Credit  Facility
provides a  $1.1  billion credit (subject to  compliance with certain  financial
covenants) consisting  of  an annually  renewable  short-term credit  of  up  to
$650.0 million and revolving long-term credit of up to  $450.0 million.

      Farmland pays commitment fees under the  Credit Facility equal to 1/10  of
1% annually  on the  unused portion  of  the short-term  credit  and 1/4  of  1%
annually on the unused  portion of the long-term  credit. In addition,  Farmland
must comply with  financial covenants regarding  working capital,  the ratio  of
certain  debts  to  average  cash  flow,  and  the  ratio  of  equity  to  total
capitalization, all as defined  in the Credit Facility.   The short-term  credit
provided under the  Credit Facility is  reviewed and/or renewed  annually.   The
next scheduled  review date  is in  May 1999.   The  revolving long-term  credit
provided under the Credit Facility expires in May 2001.

      At February 28, 1999, Farmland had  incurred $380.4 million of  short-term
borrowings under  the  Credit Facility  and  $200.0 million  of  revolving  term
borrowings.  Additionally, $40.9 million of the Credit Facility was utilized  to
support letters of  credit.  At  February 28, 1999,  we had  capacity to  borrow
$231.2 million  under the  short-term credit.    Requirements under  the  Credit
Facility  limit   current   availability   under   the   long-term   credit   to
$180.2 million.

      Farmland maintains other borrowing  arrangements with banks and  financial
institutions. Under  such agreements  at February  28, 1999,  $33.9 million  was
borrowed and Farmland had capacity to borrow up to an additional $13.6 million.

     Farmland National  Beef Packing  Company, L.P.  ("FNBPC") has  a five  year
$130.0 million credit facility which expires  March 31, 2003.  This facility  is
provided by  various  participating  banks and  all  borrowings  thereunder  are
nonrecourse to Farmland or Farmland's other  affiliates.  At February 28,  1999,

FNBPC had borrowings under  this facility of $85.1  million and $2.3 million  of
the facility was being utilized to support letters of credit.  FNBPC has pledged
certain assets to support its borrowings under the facility.

      Our international grain trading subsidiaries (collectively referred to  as
"Tradigrain") have borrowing agreements  with various international banks  which
provide financing and letters of credit  to support current international  grain
trading transactions.  Obligations of Tradigrain under these loan agreements are
nonrecourse to Farmland or Farmland's other  affiliates.  At February 28,  1999,
such borrowings totaled  $72.8 million.

      Leveraged leasing has been utilized to finance railcars and a  significant
portion of  our fertilizer  production equipment.   In  December 1997,  Farmland
entered into  a series  of agreements  which provide  for the  construction  and
operation under  a  long-term lease  of  facilities adjacent  to  our  petroleum
refinery at  Coffeyville, Kansas.   These  facilities  are designed  to  convert
petroleum coke by-products into fertilizers.  When the facilities are  completed
in the fall of  1999, Farmland will  be obligated to  make future minimum  lease
payments with an  approximate present value  of  $223  million.   Alternatively,
Farmland has an option to purchase the facilities for a purchase price equal  to
the facilities' construction costs less any portion of the original construction
cost previously paid.  In the  event Farmland should default on the  obligations
described above, future lease obligations may  be accelerated.  If  accelerated,
obligations due and  payable would  total approximately   $263  million, all  of
which would be senior to the subordinated debt securities.  Upon payment of such
amount, Farmland would receive title to the assets.

      In the opinion of management, these arrangements for capital are  adequate
for the Company's  present operating  and capital  plans.   However, growth  and
investment opportunities and alternative financing arrangements are continuously
evaluated.

      Net cash from operating activities for  the six months ended February  28,
1999 decreased  $71.8 million  from the  same period  of the  prior year.    The
primary reasons for this decrease are  the decrease in net income and  increased
grain and fertilizer inventories, partially offset  by an increase in  customers
advances on  product  purchases.   Cash  and  cash  equivalents  decreased  $7.3
million.  Major  uses of  cash during  the six  months ended  February 28,  1999
include: $167.9 million used in operations, $23.7 million for patronage  refunds
distributed from income of the 1998 fiscal year, $12.5 million for additions  to
investments and notes receivable (net of  proceeds from disposal of  investments
and notes  receivable) and    $49.0 million  for  capital expenditures.    Major
sources of cash include:  $129.7 million of proceeds  from bank loans and  other
notes  payable  (net  of  repayments),  $39.0  million  from  the  issuance   of
subordinated  debt  certificates   (net  of  redemptions),   $37.6  million   of
distributions from joint  ventures and  $64.5 million  from an  increase in  the
balance of checks and drafts outstanding.

      In  1993,  the  IRS  issued  a  statutory  notice  to  Farmland  asserting
significant deficiencies in federal income taxes and statutory interest thereon.
Farmland filed a petition in the United States Tax Court contesting the asserted
deficiencies in  their entirety.   See  Note 3  of the  Notes to  the  Condensed
Consolidated Financial Statements.

RESULTS OF OPERATIONS

   GENERAL

      In view  of  the seasonality  of  the  Company's businesses,  it  must  be
emphasized that the  results of  operations for  the periods  presented are  not
necessarily indicative of the results for a full fiscal year.  Historically, the
majority of farm supply products are sold in the spring.  Sales in the beef  and
grain marketing businesses  historically have been  concentrated in the  summer.
Summer is the lowest sales period for pork products.


      The Company's revenues, margins and net income depend, to a large  extent,
on conditions affecting agriculture  and may be volatile  due to factors  beyond
our control,  such as  weather, crop  failures, federal  agricultural  programs,
production efficiencies  and U.S.  imports and  exports.   In addition,  various
federal and state regulations  to protect the  environment encourage farmers  to
reduce the  use of  fertilizers and  other chemicals.   Global  variables  which
affect supply,  demand and  price  of crude  oil,  refined fuels,  natural  gas,
livestock, grain and other commodities may impact our operations.  Historically,
changes in the  costs of  raw materials used  in the  manufacture of  Farmland's
finished products have not necessarily resulted in corresponding changes in  the
prices at which such products have been sold by us.  Management cannot determine
the extent to which these factors may impact our future operations.   Farmland's
cash flow and net income may be volatile as conditions affecting agriculture and
markets for our products change.

RESULTS OF OPERATIONS  FOR SIX MONTHS  ENDED FEBRUARY 28,  1999 COMPARED TO  SIX
MONTHS ENDED FEBRUARY 28, 1998.

      For the six months ended February  28, 1999, our sales were   $5.1 billion
compared with sales of  $4.4 billion for the same period last year. For the  six
months ended February 28, 1999, we had a net loss of $4.3 million compared  with
net income of $20.4 million for the same period last year.

   SALES

      On the  input  side of  our  business, sales  of  the petroleum  and  crop
production segments in the six months ended February 28, 1999 decreased   $196.0
million and  $25.6 million, respectively,  compared with  the same  period  last
year.  Lower global demand for petroleum products combined with an industry wide
building of inventory and strong supply streams of petroleum products created an
environment in which both  unit sales and unit  prices declined.  Nitrogen  unit

sales for the six months ended February  28, 1999 were comparable to unit  sales
for the same period last year while unit selling prices of nitrogen  fertilizers
decreased.   The  nitrogen  fertilizer industry  has  experienced  market  price
declines due  to  grain  producers adjusting  their  demand  for  fertilizer  in
response to the decreased unit  prices they realize for  their grain and due  to
additional worldwide nitrogen supplies.

      On the  output side  of our  business, sales  in the  food processing  and
marketing business (the "meats group") decreased  $27.3 million, or 1.5%.   This
decrease is  primarily attributable  to lower  unit prices  partially offset  by
higher unit sales.   Sales in  the grain business  increased by $855.9  million.
The primary  cause of  this increase  in  sales is  the change  in  Tradigrain's
business from grain brokerage  operations to buy/sell operations.   Due to  this
change, it is appropriate for Tradigrain to  record the full value of each  sale
as revenue  and the  cost of  acquisition  as cost  of  goods sold  rather  than
recognizing as revenue only the net  margins on transactions.  This resulted  in
additional sales of $845.7  million for the six  months ended February 28,  1999
compared with the six months ended February 28, 1998.

   NET INCOME (LOSS)

      The net loss for the six months  ended February 28, 1999 was $4.3  million
compared with net income  of $20.4 million  the same period  in the prior  year.
This decrease  was  principally the  result  of decreased  operating  income  in
Farmland's agricultural  input business  of $45.8  million, higher  general  and
administrative expenses not identified to any business segment of $15.3 million,
and increased interest expense  of $4.3 million.   Operating income of the  food
processing and marketing business and the grain business increased $29.8 million
and  $1.5 million, respectively.   In addition, an  income tax benefit of  $12.1
million was recognized on the nonmember loss of approximately $32.3 million (the
taxable portion  of our  cooperative business)  incurred during  the six  months
ended February 28, 1999.

      Crop Production's operating  loss for the  six months  ended February  28,
1999 was $18.0  million compared to  operating income of  $20.8 million for  the
same period last year.  This change was primarily attributable to lower nitrogen
fertilizer prices.

      The petroleum  business had  a $0.8  million operating  loss for  the  six
months ended February 28,  1999 compared with operating  income of $6.3  million
the same period  last year.   Strong  industry-wide production  of gasoline  and
distillates combined with lower demand for  these products decreased the  spread
between crude oil costs and refined products selling prices and prohibited  full
recovery of selling and administrative costs in this business.

      Operating income in the meats group for the six months ended February  28,
1999 increased $29.8  million compared to  the prior period.   This increase  is
primarily attributable to increased pork and beef unit margins due to lower live
hog and  cattle  prices.   This  was partially  offset  by losses  in  livestock
production which were also the result of low hog prices.

      Operating income in the  grain business segment for  the six months  ended
February 28, 1999 increased $1.5 million compared to the same period last  year.
This increase is  primarily attributable to  increased unit  margins and  higher
storage revenues.

      Selling, general  and  administrative ("SG&A")  expenses  increased  $34.9
million, or  17%,  from the  same  period last  year.   SG&A  expenses  directly
connected to segments increased approximately  $19.6 million and these  expenses
have been  included  in  the  determination  of  operating  income  of  business
segments.  SG&A  expenses not identified  to business  segments increased  $15.3
million, primarily as a result of  the acquisition of SF Services, Inc.  ("SFS")
in July of last year and the related  expansion of our operations in the  states
previously serviced by SFS and from increased costs of information services.

      Other income decreased  $2.4 million,  or 12.3%, for the six months  ended
February 28, 1999 as compared to  the same period last  year.  This decrease  is
primarily attributable to the inclusion in other income for the six months ended
February 28, 1998 of a gain of $7.2 million on the sale of approximately 3.8% of
Farmland's ownership  interest  in FNBPC,  partially  offset by  income  from  a
litigation settlement during the six months ended February 28, 1999.

     The effective tax  rate is  73.8% of total  income.   However, income  from
transactions with members distributed by Farmland as qualified patronage refunds
is taxable income of our members and not taxable income of Farmland.  Farmland's
taxable income or loss is from non-member  business.  The effective tax rate  on
non-member income (loss) is approximately 38.5%.   Based on the split of  member
and non-member income anticipated  in this fiscal  year the effective  aggregate
tax rate is projected to be 73.8%.


      The level of operating income in  the crop production, petroleum and  food
processing and marketing businesses is, to a significant degree, attributable to

the spread between  selling prices and  raw material costs  (natural gas in  the
case of nitrogen-based plant nutrients, crude  oil in the case of petroleum  and
live  hogs  and  cattle  in  the   food  processing  and  marketing   business).
Accordingly, management cannot  determine the  direction or  magnitude to  which
these factors will affect our business.  Farmland's cash flow and income may  be
volatile as conditions affecting agriculture generally and the costs and markets
for our products change.

RESULTS OF OPERATIONS FOR THREE MONTHS ENDED FEBRUARY 28, 1999 COMPARED TO THREE
MONTHS ENDED FEBRUARY 28, 1998.

      For the three  months ended February  28, 1999, the  Company had sales  of
$2.5 billion compared with sales of $2.1 billion for the same period last  year.
Net income  for  the three  months  ended February  28,  1999 was  $2.1  million
compared with net income of $3.1 million for the same period last year.   Except
as discussed below, the changes in  sales and operating income are  attributable
principally to  the  factors  discussed above  under  the  caption  "Results  of
Operations for Six Months Ended February  28, 1999 Compared to Six Months  Ended
February 28, 1998."

   SALES

      On the  input  side of  our  business,  sales of  the  petroleum  business
decreased $97.4 million for the reasons discussed in the six months  comparison.
Sales of the  crop production  business increased  $14.2 million  for the  three
months ended February 28, 1999 compared with the same period last year primarily
as a result of additional phosphate  fertilizer unit sales offset by lower  unit
selling prices for both nitrogen and phosphate fertilizers.

      On the  output side  of our  business, sales  in the  food processing  and
marketing business (the "meats group") increased $8.5 million.  This increase is
primarily attributable to higher pork and  beef unit sales and higher beef  unit

prices partially offset by lower pork unit prices.  Sales in the grain  business
increased by $410.1 million.  This  increase in sales is primarily  attributable
to the  change  in Tradigrain's  business  from grain  brokerage  operations  to
buy/sell operations.


   NET INCOME

      The net  income for  the three  months ended  February 28,  1999 was  $2.1
million compared with net income  of $3.1 million the  same period in the  prior
year.  Significant changes  in net income include:  a $25.8 million increase  in
operating income  of the  meats group;  a $21.1  million decrease  in  operating
income in Farmland's  agricultural input business;  $6.8 million higher  general
and administrative  expenses not  identified to  any  business segment;  a  $5.3
million decrease in  other income; and  a $10.5 million  increase in income  tax
benefit.

      The level of operating income in  the crop production, petroleum and  food
processing and marketing businesses is, to a significant degree, attributable to
the spread between  selling prices and  raw material costs  (natural gas in  the
case of nitrogen-based plant nutrients, crude  oil in the case of petroleum  and
live  hogs  and  cattle  in  the   food  processing  and  marketing   business).
Accordingly, management cannot  determine the  direction or  magnitude to  which
these factors will affect the Company's  business.  The Company's cash flow  and
income may be  volatile as conditions  affecting agriculture  generally and  the
costs and markets for the Company's products change.

YEAR 2000

      As the  end of  this century  nears, there  are concerns  about  potential
problems which may  arise at  the turn of  the millennium  because many  current
computer systems  and software  products  are coded  to  accept only  two  digit

entries in date code  fields. Before the year  2000, these systems and  software
products will need an upgrade   in order to recognize differences between  dates
in the 21st century and dates in the 20th century. If not adequately  addressed,
these  technology  problems  have  a  potential  to  cause  widespread  business
interruptions, litigation and liability.  Significant uncertainty exists, as  to
whether adequate  resources are available to minimize these potentially  serious
problems by the year 2000.

      Since the mid-1980's, we have striven to maintain Year 2000 compliance for
all applications  developed  in-house.   The  challenge is  that  a  substantial
percentage of the  applications used for  normal business  processing have  been
purchased from  outside vendors.   Historically,  vendors were  not required  to
commit to Year 2000  compliance.  However, all  new software contracts   include
Year 2000 compliance warranties.

      In April 1997, Farmland  and Ernst & Young,  LLP formed One System  Group,
LLC ("OSG"),  a joint venture.  OSG  has approximately 400 employees and is  the
sole supplier of  information technology ("IT")  services to the  Company.   The
initial focus  of  OSG involves  the  implementation of  Systems,  Applications,
Products in Data Processing ("SAP") software as an enterprise wide solution  for
processing the  Company's business  transactions and  for management  reporting.
One of the many important benefits  of the implementation of  SAP is that it  is
Year 2000 compliant.   Its installation   will eliminate a  large amount of  the
Year 2000  risk inherent  in the  Company's systems  and software.    Therefore,
mission critical (critical to the basic  operation of Farmland's businesses)  IT
projects have not been deferred because of Year  2000 readiness efforts.

      Farmland formalized its Year  2000 program with OSG  in the fall of  1997.
Through this program,  Year 2000  readiness was  defined by  criteria which,  if
satisfied, would  demonstrate that  systems and  applications programs  function
correctly after the turn of the century without abnormal results.  In  addition,
systems and applications were categorized as "high risk" or "low risk" according

to the respective level of impact on the continuation of business by the Company
at the turn of the century.  Further, the program established minimum acceptance
testing procedures for evaluating whether systems and applications met Year 2000
compliant criteria.

      A comprehensive IT software inventory and assessment was then completed by
OSG. As a result of this readiness assessment, the Company believes that certain
of its systems and software are  Year 2000 compliant and that substantially  all
noncompliant systems have been identified.

      To address  the  state of  readiness  condition, Farmland  established  an
Oversight Committee  consisting of  the Chief  Information Officer  of OSG,  the
Chief Financial Officer and the General  Counsel of Farmland and created a  Year
2000 Program Office.

      The Oversight Committee has responsibility for both IT and non-IT  systems
(embedded technologies such as microcontrollers built into machinery) and has  a
direct reporting relationship to the Farmland Board of Directors.  The Oversight
Committee has delegated Year 2000  compliance responsibility for non-IT  systems
to management of the respective plants or  facilities.  The Year 2000 issues  of
many process control systems and other  non-IT systems have been identified  and
fixed or the respective  system or application programs  have been replaced  and
tested.  Farmland  has not  separately tracked   the replacement  cost and  time
related to non-IT  systems.   However, we  believe these  costs have  not had  a
material adverse effect on our earnings.

      Farmland has  contracted  with an  outside  vendor (Electronic  Data  Care
("EDC")) to inspect and remediate all processor related Year 2000 issues in  its
meat plants.  This inspection and  remediation is currently underway.  To  date,
EDC has uncovered  few defects.   Defects that  have been  identified are  being
remediated or replaced.

      The Program Office organizes and administers Year 2000 projects related to
IT systems. The Program Office maintains a detailed project plan to complete and
test projects  within  discrete time  frames.  The Program  Office  continuously
monitors the status  of the SAP  implementation and re-assesses  the risk  areas
depending on  movement of  that system's  implementation schedule.  The  Program
Office provides  a  monthly  update  of Year  2000  progress  to  the  Oversight
Committee. The Program Office has revised the estimated hours required for  Year
2000 projects related to  IT systems from approximately  18,000 hours to  45,000
hours and the overall cost to  approximately $6.3 million.  Through March  1999,
approximately 21,000 hours of  such work had been  performed.  Of the  remaining
24,000 hours, approximately  5,000 hours remain  to remediate and  unit test  IT
applications.  The remaining 19,000 hours have been identified for the  planning
and execution  of  system tests,  as  well as  for  contingency planning.    The
targeted completion of the remaining work is September 1, 1999.

      Farmland believes  that  the quantity  and  quality of  resources  it  has
committed to address its Year  2000 project are adequate  to obtain a Year  2000
state of readiness  and it believes  all significant  modifications required  to
reach a state of  readiness for Year 2000  will be completed  by the year  2000.
However, despite all reasonable efforts of the Company to resolve its Year  2000
issues, as described above, no  assurances can be given  that the level of  Year
2000 readiness actually attained will  eliminate all potential material  effects
that Year  2000  problems might  have  on  the Company's  business,  results  of
operations, or financial condition.   It is not, and  will not, be possible  for
the Company to represent that it has achieved complete Year 2000 compliance.

      Farmland does not  know all  of the  consequences of  its most  reasonably
likely worst case Year 2000 scenario. We cannot address the virtually  unlimited
number of differing circumstances relating to what might be its most  reasonably
likely worst case.   The  Company is  and intends  to continue  to address  this
uncertainty through activities of its Oversight Committee and Program Office, as
described above.


      For all applications that are determined to be mission critical  (critical
to the basic operation  of Farmland's businesses), a  contingency plan is  being
developed to outline the actions that  will be taken if Year 2000  complications
are encountered.  The plan will describe what will be done, both short-term  and
long-term, to minimize any interruption to Farmland's business.

      Farmland has distributed a survey to its significant customers and vendors
to determine their  state of  Year 2000 readiness.   However,  responses to  the
survey questionnaire  have  not  provided  a  basis  to  conclude  whether  such
customers and  vendors are  Year  2000 compliant.    Further, Farmland  has  not
conducted and does not plan to  conduct tests designed to confirm  compatibility
of its information systems as  modified for Year 2000  issues with those of  its
significant customers and vendors. We will rely on the integrity of its  vendors
and customers to resolve their Year 2000 issues.

RECENT DEVELOPMENTS

      Farmland,  Cenex  Harvest   States  and   National  Cooperative   Refinery
Association ("NCRA") are exploring the potential economic benefits that might be
realized from forming  an operating alliance.   The alliance  would involve  the
Farmland refinery  located  in Coffeyville,  Kansas,  the Cenex  Harvest  States
refinery located in Laurel, Montana and the NCRA refinery located in  McPherson,
Kansas, as well as  other petroleum assets.   Farmland and Cenex Harvest  States
are also considering forming a venture  or alliance which would combine  certain
assets and operations of their grain businesses.

RECENT ACCOUNTING PRONOUNCEMENTS

      Statement of  Financial  Accounting  Standards No.  133,  "Accounting  for
Derivative Instruments and Hedging  Activities" was issued in  June 1998 by  the
FASB and is effective  for fiscal periods  beginning after June  15, 1999.   The

Company is  currently  evaluating the  impact,  if  any, that  adoption  of  the
provisions of SFAS No. 133 will have on its financial statements.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Farmland's market exposure  to derivative transactions,  entered into  for
the purpose of managing commodity price risk, foreign currency risk and interest
rate risk, has not materially changed  since August 31, 1998.  Quantitative  and
qualitative disclosures about market risk are contained in Item 7A of our Annual
Report on Form 10-K for the year ended August 31, 1998.


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

      The Company  is  including  the following  cautionary  statement  in  this
Form 10-Q to make applicable and take advantage of the "safe harbor"  provisions
of the Private Securities Litigation Reform Act of 1995 for any  forward-looking
statement made by, or on behalf of, the Company.  The factors identified in this
cautionary  statement  include  important  factors  (but  not  necessarily   all
important factors) that  could cause actual  results to  differ materially  from
those expressed in any forward-looking statement  made by, or on behalf of,  the
Company.

      Where any  such  forward-looking statement  includes  a statement  of  the
assumptions or  basis underlying  such  forward-looking statement,  the  Company
cautions that, while it believes such assumptions or basis to be reasonable  and
makes them in good faith, assumed facts or basis almost always vary from  actual
results, and the differences between assumed  facts or basis and actual  results
can be  material, depending  upon the  circumstances.   Where, in  any  forward-
looking statement, the Company, or its  management, expresses an expectation  or

belief as to  future results, such  expectation or belief  is expressed in  good
faith and believed to  have a reasonable  basis, but there  can be no  assurance
that the  statement of  expectation or  belief  will result  or be  achieved  or
accomplished.   Such forward  looking  statements include,  without  limitation,
statements regarding  the  seasonal effects  upon  the Company's  business,  the
likelihood that the market value of  petroleum inventories will exceed the  LIFO
value  of  such  inventories  at  year-end,  the  anticipated  expenditures  for
environmental remediation, the total cost and  the estimated completion date  to
remediate Year 2000 issues,  the ultimate consummation  of proposed ventures  or
alliances, the  impact of  seasonal  demand on  the  profitability of  the  crop
production  business,  the  consequences  of  an  adverse  judgment  in  certain
litigations (including the Terra litigation), and the Company's ability to fully
and timely complete modifications and expansions with respect to certain of  the
Company's manufacturing facilities.  Discussion containing such  forward-looking
statements is  found  in  the material  set  forth  herein  under  "Management's
Discussion and Analysis of  Financial Condition and  Results of Operations"  and
"Notes to Condensed Consolidated Financial Statements".

      Taking into  account  the  foregoing,  the  following  are  identified  as
important factors  that could  cause actual  results to  differ materially  from
those expressed in any forward-looking statement  made by, or on behalf of,  the
Company:

1.Weather patterns (flood, drought, frost, etc.) or crop failure.
  
2.Federal or  state regulations regarding  agricultural programs and  production
  efficiencies.
  
3.Federal or  state regulations regarding  the amounts of  fertilizer and  other
  chemical applications used by farmers.
  

4.actors affecting the  export of U.S. agricultural produce (including  foreign
  trade and monetary policies, laws and regulations, political and  governmental
  changes, inflation and  exchange rates, taxes, operating conditions and  world
  production and demand).
  
5.Factors  affecting supply,  demand  and price  of  crude oil,  refined  fuels,
  natural gas, livestock, grain and other commodities.
  
6.Regulatory  delays and  other  unforeseeable obstacles  beyond  the  Company's
  control that  may affect growth  strategies through acquisitions,  investments
  in joint ventures and operational alliances.
  
7.Competitors in various segments may be larger, may offer more varied  products
  or may possess greater financial and other resources than the Company.
  
8.Unusual  or  unexpected  events  such  as,  among  other  things,   litigation
  settlements,  adverse  rulings or  judgments,  and  environmental  remediation
  costs in excess of amounts accrued.
  
9.The factors identified in "Business and Properties - Business - Business  Risk
  Factors" included  in the Company's Annual  Report on Form  10-K for the  year
  ended August 31, 1998.



                          PART II - OTHER INFORMATION

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.

   (A)    EXHIBITS

     The exhibits listed below are filed as part of Form 10-Q for quarter ended
     February 28, 1999.

        Exhibit No.                         Description of Exhibits   


          27        Financial Data Schedule

   (B)    NO REPORTS ON FORM  8-K WERE FILED DURING  THE QUARTER ENDED  FEBRUARY
          28, 1999.

                                   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.

                                 FARMLAND INDUSTRIES, INC.
                                        (Registrant)


                      By:          /s/  TERRY M. CAMPBELL             

                                     Terry M. Campbell
                                  Executive Vice President
                                  and Chief Financial Officer

Date:  April  14, 1999