<PAGE>

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                                  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 PERIOD ENDED FEBRUARY 28, 1997

COMMISSION FILE NUMBER:  33-83868



                         AMERICAN CRYSTAL SUGAR COMPANY
             (Exact name of registrant as specified in its charter)


              MINNESOTA                                   84-0004720
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                             101 NORTH THIRD STREET
                           MOORHEAD, MINNESOTA  56560
                    (Address of principal executive offices)

                         TELEPHONE NUMBER (218) 236-4400
              (Registrant's telephone number, including area code)


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, and (2) has been subject to such filing requirements
for the past 90 days.

          YES     X                          NO
               --------                          --------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
                                                     OUTSTANDING AT
     CLASS OF COMMON STOCK                           APRIL 2, 1997 
     ---------------------                           ---------------
        $10 PAR VALUE                                     2,496


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>


                         AMERICAN CRYSTAL SUGAR COMPANY

                                    FORM 10-Q

                                      INDEX



                                                                        PAGE NO.
                                                                        --------

PART I        FINANCIAL INFORMATION


    ITEM 1.   FINANCIAL STATEMENTS


              BALANCE SHEETS                                               1


              STATEMENTS OF OPERATIONS                                     3


              STATEMENTS OF CASH FLOWS                                     4


              NOTES TO THE FINANCIAL STATEMENTS                            5


    ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS                                      7



PART II       OTHER INFORMATION                                            9


SIGNATURES                                                                 11

<PAGE>

Part I Financial Information

                            AMERICAN CRYSTAL SUGAR COMPANY
                                    Balance Sheets
                                     (Unaudited)
                                (Dollars in Thousands)


                                       ASSETS

 
<TABLE>
<CAPTION>

                                            February 28        February 29
                                           --------------------------------         August 31,
                                               1997                1996               1996
                                           ------------        ------------        ------------
<S>                                       <C>                 <C>                 <C>
Current Assets:                                                                      *
 Cash and Cash Equivalents                  $       65          $    3,547          $    3,807
 Accounts Receivable:
  Trade                                         54,440              52,776              50,915
  Members                                         (14)                  44               3,845
  Other                                          4,213               2,056               1,399
 Advances to Related Parties                    17,110              13,501              10,308
 Inventories (Note 2)                          370,687             291,440              72,677
 Prepaid Expenses                                2,261               2,369               3,088
                                           ------------        ------------        ------------

Total Current Assets                           448,762             365,733             146,039
                                           ------------        ------------        ------------


Property and Equipment:
 Land                                           12,059              11,876              12,059
 Buildings and Equipment                       573,027             535,587             572,446
 Construction-in-Progress                       52,890              48,775              41,098
 Less: Accumulated Depreciation              (408,878)           (388,283)           (391,665)
                                           ------------        ------------        ------------

Net Property and Equipment                     229,098             207,955             233,938
                                           ------------        ------------        ------------

Other Assets:
 Investments in Banks for Cooperatives          15,796              15,227              15,177
 Investments in Marketing Cooperatives          17,524               7,550              15,468
 Investment in ProGold LLC                      52,085              41,110              51,330
 Other Assets                                   13,387               3,870               3,184
                                           ------------        ------------        ------------

Total Other Assets                              98,792              67,757              85,159
                                           ------------        ------------        ------------

Total Assets                               $   776,652         $   641,445         $   465,136
                                           ------------        ------------        ------------
                                           ------------        ------------        ------------

</TABLE>

 
* Derived from audited financial statements.
The Accompanying Notes are an Integral Part of These Financial Statements.


                                          1

<PAGE>

                            AMERICAN CRYSTAL SUGAR COMPANY
                                    Balance Sheets
                                     (Unaudited)
                                (Dollars in Thousands)


                         LIABILITIES AND MEMBERS' INVESTMENTS

 
<TABLE>
<CAPTION>

                                            February 28         February 29
                                           ------------        ------------         August 31,
                                               1997                1996                1996
                                           ------------        ------------        ------------
<S>                                       <C>                 <C>                 <C>
Current Liabilities:                                                                *
 Short-Term Debt                           $   171,600         $   160,322         $    13,643
 Current Maturities of Long-Term Debt           14,300              12,500              13,525
 Accounts Payable:
  Trade                                          9,875               4,283              17,060
  Other                                         13,658               2,073               7,490
 Accrued Continuing Costs (Note 3)              45,667              27,164                   -
 Other Current Liabilities                      16,200              11,199              15,132
 Amounts Due Members                           156,292             129,583              47,118
                                           ------------        ------------        ------------

 Total Current Liabilities                     427,592             347,124             113,968
 Long-Term Debt, Excluding Current
  Maturities                                   154,133             133,819             177,394
 Deferred Income Taxes                               0               1,029                   0
 Other Liabilities                              22,991              26,126              21,638
 Commitments and Contingencies                       -                   -                   -
                                           ------------        ------------        ------------

 Total Liabilities                             604,716             508,098             313,000
                                           ------------        ------------        ------------


Members' Investments (Note 4):
 Preferred Stock                                33,542              31,879              31,879
 Common Stock                                       25                  23                  24
 Additional Paid-in Capital                     63,752              32,417              33,041
 Unit Retains                                   89,148              81,335              97,191
 Pension Liability Adjustment                  (4,519)             (5,674)             (4,518)
 Retained Earnings                            (10,012)             (6,633)             (5,481)
                                           ------------        ------------        ------------

 Total Members' Investments                    171,936             133,347             152,136
                                           ------------        ------------        ------------
 Total Liabilities and Members'
 Investments                               $   776,652         $   641,445         $   465,136
                                           ------------        ------------        ------------
                                           ------------        ------------        ------------


</TABLE>

 
* Derived from audited financial statements.
The Accompanying Notes are an Integral Part of These Financial Statements.


                                          2


<PAGE>

                         AMERICAN CRYSTAL SUGAR COMPANY
                             Statement of Operations
                                   (Unaudited)
                             (Dollars in Thousands)


<TABLE>
<CAPTION>


                                              Six Months Ended                       Three Months Ended
                                        February 28         February 29         February 28        February 29
                                        -------------------------------        -------------------------------
                                           1997                1996                1997                 1996
                                        ----------          -----------        ------------         ----------
<S>                                     <C>                 <C>                 <C>                 <C>
Net Revenue                             $  300,465          $  324,145          $  150,447          $  164,956
Cost of Product Sold                       (82,122)             (4,684)            (53,593)              3,430
                                        ----------          ----------          ----------          ----------

Gross Proceeds                             382,587             328,829             204,040             161,526
Selling, General & Administrative
 Expenses                                   65,164              71,075              34,328              35,328
Accrued Continuing Costs (Note 3)           45,667              27,164              19,924              21,688
                                        ----------          ----------          ----------          ----------

Operating Proceeds                         271,756             230,590             149,788             104,510
                                        ----------          ----------          ----------          ----------
Other Income (Expenses)
 Interest Income                             1,213                 200                 516                  61
 Interest Expense                           (7,632)             (6,966)             (4,722)             (4,549)
 Other Income (Loss)                        (3,330)              1,737              (3,656)              1,041
 Other Income (Expenses)                     2,268                 (45)              2,615                 (38)
                                        ----------          ----------          ----------          ----------
Other Income (Expense)                      (7,481)             (5,074)             (5,247)             (3,485)
                                        ----------          ----------          ----------          ----------

Proceeds before Income Taxes               264,275             225,516             144,541             101,025
Income Taxes Provision/(Benefit)                 0                   0                   0                   0
                                        ----------          ----------          ----------          ----------
Net Proceeds Before Cummulative
 Effect of Changes in Accounting 
 Principle                                 264,275             225,516             144,541             101,025
Cummulative Effect of Changes in 
 Accounting Principle                            -                   0                   -                   -
                                        ----------          ----------          ----------          ----------
Net Proceeds Resulting from 
 Member and Non-Member Business         $  264,275          $  225,516          $  144,541          $  101,025
                                        ----------          ----------          ----------          ----------
                                        ----------          ----------          ----------          ----------

Distribution of Net Proceeds:
 Credited/(Charged) to Member's
   Investments:
  Member Tax Accounting
   Adjustment, Net                            $  0                $  0                $  0                $  0
  Non-Member Business Income/(Loss)         (4,531)             (1,547)             (3,823)             (1,039)
  Unit Retains Declared to Members               -                   -                   -                -   
                                        ----------          ----------          ----------          ----------
Net Credit/(Charge) to Members' 
 Investments                                (4,531)             (1,547)             (3,823)             (1,039)
Payments to/due Members for 
 Sugarbeets, Net of Unit Retains
 Declared                                  268,806             227,063             148,364             102,064
                                        ----------          ----------          ----------          ----------

Total                                   $  264,275          $  225,516          $  144,541          $  101,025
                                        ----------          ----------          ----------          ----------
                                        ----------          ----------          ----------          ----------
</TABLE>

The Accompanying Notes are an Integral Part of These Financial Statements.

                                       3 


<PAGE>

                           AMERICAN CRYSTAL SUGAR COMPANY
                            Statements of Cash Flows
                                   (Unaudited)
                             (Dollars In Thousands)

<TABLE>
<CAPTION>

                                                                    Six Months Ended
                                                             February 28         February 29
                                                            --------------------------------
                                                                1997               1996
                                                            ------------        -----------
<S>                                                         <C>                 <C>
Cash Provided by/(Used for) Operations:
 Net Proceeds Resulting from Member and Non-
  Member Business                                           $  264,275          $  225,516
 Payments to/due Members for Sugarbeets, 
  Including Unit Retains                                      (268,806)           (227,063)
 Add/(Deduct) Noncash Items:
  Depreciation and Amortization                                  7,337              14,838
  Deferred Income Taxes                                              0                   0
  (Gain)/loss on the Disposition of Property 
   and Equipment                                                   (92)               (134)
  Noncash Portion of Patronage Dividend from
   Banks for Cooperatives                                         (620)             (1,193)
  Deferred Gain Recognition                                       (107)               (112)
 Changes in Certain Elements of Working Capital
  Accounts Receivable:
   Trade                                                        (3,525)             (4,662)
   Members                                                       3,859               4,162
   Other                                                        (2,814)              3,138
  Inventories                                                 (298,010)           (188,149)
  Prepaid Expenses                                                 828               1,625
  Advances to Related Parties                                   (6,802)             (7,580)
  Accounts Payable:
   Trade                                                        (7,186)            (16,746)
   Other                                                         6,169              (2,792)
  Other Current Liabilities                                     46,735              24,445
  Amount Due Growers                                           109,174              89,346
                                                            ----------          ----------
Net Cash (Used In) Operations                                 (149,585)            (85,361)
                                                            ----------          ----------
Cash Provided by/(Used In) Investing Activities:
 Purchases of Property and Equipment                           (12,373)            (11,840)
 Proceeds from the Sale of Property and Equipment                   92                 134
 Investment in Banks for Cooperatives                                0                (102)
 Investment in Marketing Coops                                  (1,950)             (1,894)
 Investment in ProGold LLC                                        (755)            (28,658)
 Changes in Other Assets                                          (322)                  3
                                                            ----------          ----------
Net Cash (Used In) Investing Activities                        (15,308)            (42,357)
                                                            ----------          ----------
Cash Provided by/(Used In) Financing Activities:
 Net Proceeds (Payments) on Short-Term Debt                    157,957             106,389
 Proceeds from Long-Term Debt                                   18,000              39,400
 Long-Term Debt Repayment                                      (40,491)            (12,115)
 Changes in Other Long-Term Liabilities                          1,353               1,323
 Changes in Preferred Stock                                      1,663                   0
 Changes in Common Stock                                             1                  (0)
 Changes in Additional Paid-In Capital                          30,711                   0
 Payment of Unit Retains                                        (8,043)             (7,152)
                                                            ----------          ----------
Net Cash Provided by Financing Activities                      161,151             127,845
                                                            ----------          ----------
Decrease in Cash and Cash Equivalents                           (3,742)                127
Cash and Cash Equivalents Beginning of Period                    3,807               3,420
                                                            ----------          ----------
Cash and Cash Equivalents End of Period                     $       65          $    3,547
                                                            ----------          ----------
                                                            ----------          ----------
</TABLE>

The Accompanying Notes are an Integral Part of These Financial Statements.

                                       4 

<PAGE>

                         AMERICAN CRYSTAL SUGAR COMPANY
                        NOTES TO THE FINANCIAL STATEMENTS
        FOR THE SIX MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996



NOTE 1:  BASIS OF PRESENTATION

The unaudited financial statements contained herein have been prepared pursuant
to the rules and regulations of the Security and Exchange Commission. 
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles.  However, in the opinion of
management, all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included.

The operating results for the six month period ended February 28, 1997 are not
necessarily indicative of the results that may be expected for the year ended
August 31, 1997.

The amount paid to growers for sugarbeets (beet payment) depends on the future
selling prices of sugar and by-products as well as processing and other costs to
be incurred during the remainder of the fiscal year.  For the purposes of this
report, the amount of the beet payment, future revenues and costs have been
estimated.  Therefore, adjustments with respect to these estimates may be
necessary in the future as additional information becomes available.

These financial statements should be read in conjunction with the financial
statements and notes included in the company's annual report for the year ended
August 31, 1996. 


NOTE 2:  INVENTORIES

The major components of inventories are as follows (In Thousands):


                                          2/28/97       2/29/96      8/31/96
                                         ---------     --------     ---------
   Refined Sugar, Pulp, Molasses,
      CSB and Beet Seed                  $250,180     $190,749      $ 46,155
   Unprocessed Sugarbeets                  96,991       78,441             -
   Maintenance Parts & Supplies            23,516       22,250        26,522
                                         --------     --------      --------
   Total Inventories                     $370,687     $291,440      $ 72,677
                                         --------     --------      ---------
                                         --------     --------      ---------

Sugar, pulp, molasses and CSB inventories are valued at estimated net realizable
value.  Unprocessed sugarbeets are valued at the estimated net beet payment plus
estimated unit retains to be withheld.  Maintenance parts & supplies and beet
seed inventories are valued the lower of average cost or market.

                                        5

<PAGE>

NOTE 3:  ACCRUED CONTINUING COSTS

For interim reporting, the Net Proceeds from Member Business is determined based
on the forecasted beet payment and the percentage of the tons of sugarbeets
processed to the total estimated tons of sugarbeets to process for a given crop
year.  Accrued continuing costs represents the difference between the Net
Proceeds from Member Business as determined above and actual member business
crop year revenues realized and expenses incurred through the end of the
reporting period.  Accrued continuing costs are reflected in the Financial
Statements as a cost on the Statements of Operations and as a current liability
on the Balance Sheets. 


NOTE 4:  MEMBERS' INVESTMENTS
                                                 Shares       Shares Issued
                                 Par Value     Authorized     & Outstanding
                                 ---------     ----------     -------------

Preferred Stock:
  April 2, 1997                   $76.77        600,000        436,915
  February 28, 1997               $76.77        600,000        436,915
  August 31, 1996                 $76.77        600,000        415,255
  February 29, 1996               $76.77        600,000        415,255

Common Stock:
  April 2, 1997                   $10.00          4,000          2,496
  February 28, 1997               $10.00          4,000          2,496
  August 31, 1996                 $10.00          4,000          2,444
  February 29, 1996               $10.00          4,000          2,340


                                        6

<PAGE>
>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
        FOR THE SIX MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996


RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996

Revenue for the six months ended February 28, 1997, was $300.5 million, a
decrease of $23.7 million from 1996.  Revenue from total sugar sales decreased
7.9 percent reflecting a 12.6 percent decrease in hundredweights sold partially
offset by a 5.4 percent increase in the average selling price per hundredweight.
Revenue from pulp sales increased .7 percent due to a 10.8 percent increase in
the average selling price per ton partially offset by a 9.1 percent decrease in
the volume of pulp sold.  Revenue from molasses sales decreased 19.8 percent due
to a 21.7 percent decrease in the volume of molasses sold partially offset by a
2.5 percent increase in the average selling price per ton.  Revenue from the
sales of Concentrated Separated By-Product (CSB), a by-product of the molasses
desugarization process, increased 81.9 percent due to a 25.4 percent increase in
average selling price per ton and a 45.1 percent increase in the sales volume.

Cost of product sold, exclusive of payments for sugarbeets, decreased $79.2
million. Direct processing costs for sugar and pulp increased 7.2 percent
primarily due to the harvesting and processing of a larger crop.  Fixed and
committed expenses decreased 5.9 percent reflecting lower maintenance costs and
decreased depreciation. Changes in product inventory levels between 1997 and
1996, impacted the cost of product sold favorably by $96.1 million.  The cost
associated with sugar purchased to meet customer needs was up $11.5 million due
to the short supply of our inventory.

Marketing expenses decreased $5.5 million due primarily to the decreases in the
volume of products sold.  General and Administrative expenses remained
approximately the same amount.

The increase in accrued continuing costs was due primarily to changes in sugar
sales and production, and differences in the timing of incurring processing
costs.

Interest expense increased slightly due to higher average borrowing levels for
short and long-term debt this year.

Non-member activities resulted in a loss of  $4.5 million for the six months
ended February 28, 1997 as compared to the loss of $1.5 million for the same
period last year.  This increase was primarily due to lower profits from the
sale of purchased sugar and losses incurred by ProGold LLC.


Net payments to/due members for sugarbeets increased by $41.7 million from
$227.1 million for the first six months in 1996, to $268.8 million for the first
six months in 1997.  This increase is due to a higher projected per ton beet
payment this year and more tons harvested.


                                        7

<PAGE>

COMPARISON OF THE THREE MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996

Revenue for the three months ended February 28, 1997, was $150.4 million, a
decrease of $14.5 million from 1996.  Revenue from total sugar sales decreased
8.9 percent reflecting a 13.4 percent decrease in hundredweights sold partially
offset by a 5.3 percent increase in the average selling price per hundredweight.
Revenue from pulp sales decreased 2.6 percent due to an 9.6 decrease in the
volume of pulp sold partially offset by a 7.8 percent increase in the average
selling price per ton.  Revenue from molasses sales decreased 33.4 percent due
to a 34.8 percent decrease in the volume of molasses sold, partially offset by a
2 percent increase in the average selling price per ton.  Revenue from the sales
of Concentrated Separated By-Product (CSB), a by-product of the molasses
desugarization process, increased 63.8 percent due to a 16.3 percent increase in
average selling price per ton and a 40.8 percent increase in sales volume.

Cost of product sold, exclusive of payments for sugarbeets, decreased $57.1
million.  Direct processing costs for sugar and pulp increased 17.1 percent
primarily due to more tons sliced for this period.  Fixed and committed expenses
decreased 18.8 percent this year due to lower maintenance costs and decreased
depreciation.  Changes in product inventory levels between 1997 and 1996,
impacted the cost of product sold favorably by $92.6 million.  The cost
associated with sugar purchased to meet customer needs was up $10.7 million due
to short supply of our inventory.

Marketing expenses decreased $.5 million due primarily to the decrease in the
volume of products sold.  General and Administrative expenses remained
approximately the same amount.

The decrease in accrued continuing costs was due primarily to changes in sugar
sales and production, differences in the timing of incurring processing costs.

Interest expense increased slightly due to higher average borrowing levels for
short and long-term debt this year.

Non-member activities resulted in a loss of $3.8 million for the three months
ended February 28, 1997 as compared to the loss of $1 million for the same
period last year.  This increase was primarily due to lower profits from the
sale of purchased sugar and losses incurred by ProGold LLC.

Net payments to/due members for sugarbeets increased by $46.3 million from
$102.1 million for the second quarter of 1996, to $148.4 million for the same
period in 1996.  This increase was due to a higher projected per ton beet
payment this year and more tons harvested.


LIQUIDITY AND CAPITAL RESOURCES

Because American Crystal operates as a cooperative, payments for member
delivered sugarbeets, the principal raw material used in producing the sugar and
agri-products it sells, are subordinated to all member business expenses.  In
addition, actual cash payments to members are spread over a period of
approximately one year following delivery of their sugarbeet crops to American
Crystal and are net of unit retains allocated to them.  Unit retains remain
available to meet American Crystal's capital requirements. This member financing
arrangement may result in an additional source of liquidity and reduced outside
financing requirements in comparison to a similar business operated on a non-
cooperative basis.

                                        8

<PAGE>

However, because sugar is sold throughout the year (while sugarbeets are
processed primarily in the fall and winter) and because substantial amounts of
equipment are required for its operations, American Crystal has utilized
substantial outside financing on both a seasonal and long-term basis to fund
such operations.  The majority of such financing has been provided by the St.
Paul Bank for Cooperatives ("Bank").  American Crystal has a short-term line of
credit with the Bank in 1997 of $240 million.

The various loan agreements between the Bank and American Crystal obligate
American Crystal to maintain or achieve certain amounts of working capital and
certain financial ratios and impose restrictions on American Crystal.  As of
February 28, 1997, American Crystal was in compliance with its loan agreements.

The primary factor for the changes in American Crystal's financial condition for
the six months ended February 28, 1997 was due to the 1996/1997 sugarbeet
processing campaign.  The cash used in operations of $149.6 million and
investing activities of $15.3 million were funded through the cash provided by
financing activities and a reduction of cash.  The net cash provided by
financing activities was primarily comprised of the net proceeds from short-term
debt of $158 million, and proceeds from the stock sale of $32.4 million,
partially offset by the payment of the unit retains of $8 million.  Working
capital has decreased $10.9 million from $32.1 million at the beginning of the
year to $21.2 million as of February 28, 1997 primarily due to increased short
term debt, and higher amounts due growers partially offset by increased
inventories.

Capital expenditures for the six months ended February 28, 1997 were $12.4
million. These capital expenditures are a continuation of American Crystal's
strategy of expanding capacity and improving operating efficiencies. 

American Crystal anticipates that the funds necessary for the Bank's working
capital requirements and future capital expenditures will be derived from
depreciation, unit retains and long-term borrowing.

The growth in the market for refined sugar in the late 1980's and the mid 1990's
is a reversal of trends in the 1970's and early 1980's which resulted in a
reduced market for refined sugar.  During the 1970's and early 1980's, high
fructose corn syrup was increasingly used as a replacement for refined sugar in
certain food products.  (The prime example of this trend was the use of high
fructose corn syrup in beverages such as soft drinks.)  In addition, non-
nutritive sweeteners such as aspartame were developed and used in food products.
While high fructose corn syrup and non-nutritive sweeteners constitute a large
portion of the overall sweetener market, the Company believes that the recent
trend of increased use of refined sugar results from population growth and, more
importantly, increased acceptance of the use of sugar as a desirable natural
ingredient in a normal diet.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

American Crystal is subject to various lawsuits and claims which arise in the
ordinary course of its business.  While the results of such litigation and
claims cannot be predicted with certainty, management believes the disposition
of all such proceedings, individually or in the aggregate, should not have a
material adverse effect on the Company's financial position, results of
operations or cash flows. Management is not aware of any threat or claims which
could result in the commencement of legal proceedings.

                                        9

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Hillsboro Factory District Meeting on November 12, 1996, an election of
two (2) Board of Directors was held.  Jerry Bitker received 150 of the 248 votes
cast. His three year term expires in December, 1999.  Mr. Bitker replaces Thomas
Bryl who received 93 of the 248 votes cast for the three-year term.  Francis
Kritzberger received 102 of the 248 votes cast to replace Michael Warner who
resigned in August, 1996, after serving eight (8) years.  Mr. Kritzberger's term
expires in one year, December, 1997, as he fills a vacant one-year unexpired
term.

At the Crookston Factory District Meeting on November 12, 1996, an election of a
Board of Director was held.  Ronald Reitmeier received 96 of the 182 votes cast.
His three year term expires in December, 1999.  Mr. Reitmeier replaces Duane
Lien whose term expired on December 5, 1996.  Mr. Lien was not eligible to stand
for re-election due to the provisions of the company By-Laws which prohibit any
person from serving more than four (4) consecutive terms.  

At the Drayton Factory District Meeting on November 11, 1996, an election of a
Board of Director was held.  Patrick Mahar who sought re-election received 190
of the 198 votes cast.  His three year term expires in December, 1999.

At the East Grand Forks Factory District Meeting on November 11, 1996, an
election of a Board of Director was held.  G. Terry Stadstad who sought re-
election was unanimously re-elected.  His three year term expires in December,
1999.

At the Moorhead Factory District Meeting on November 13, 1996, an election of a
Board of Director was held.  Michael Astrup received 113 of the 214 votes cast.
His three year term expires in December, 1999.  Mr. Astrup replaces Robert
Nyquist who was unable to stand for re-election due to the provisions of the
Company By-Laws which prohibit a person from serving more than four (4)
consecutive terms as a Director.


ITEM 5.  OTHER INFORMATION

American Crystal has invested $52.1 million as 46% partner in ProGold Limited
Liability Company.  ProGold Limited Liability Company is operating a corn wet
milling plant, which produces high-fructose corn syrup sweeteners.  Initial
operation of the plant started on October 25, 1996.  The company anticipated
ProGold would incur a loss during its initial year of operation of the corn wet
milling facility.  Market prices are significantly lower than originally
projected.  Market price of corn sweeteners will significantly affect the future
earnings of ProGold Limited Liability Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the six months ended
February 28, 1997.

                                       10

<PAGE>

                                   SIGNATURES


PURSUANT TO THE REQUIREMENT 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.



                                                  AMERICAN CRYSTAL SUGAR COMPANY
                                                  ------------------------------
                                                             (REGISTRANT)




DATE:          APRIL 2, 1997             /S/   SAMUEL S.M. WAI        
       ----------------------------    -------------------------------
                                       SAMUEL S.M. WAI
                                       CORPORATE CONTROLLER
                                       DULY AUTHORIZED OFFICER AND
                                        PRINCIPAL FINANCIAL OFFICER


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