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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the period ended November 30, 2001

Commission file number: 33-83868

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

Minnesota(State or other jurisdiction of
incorporation or organization)

84-0004720(I.R.S. Employer 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.

Class of Common Stock

Outstanding at
January 9, 2002$10 Par Value

3,131


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AMERICAN CRYSTAL SUGAR COMPANY  FORM 10-Q  INDEX

|           |         |                                   |                                                                                       | Page No.
|---------- | ------- | --------------------------------- | ------------------------------------------------------------------------------------- | --------
|PART I     |         | FINANCIAL INFORMATION             |                                                                                       |         
|           | ITEM 1. |                                   | FINANCIAL STATEMENTS                                                                  |         
|           |         | BALANCE SHEETS                    |                                                                                       | 3       
|           |         | STATEMENTS OF OPERATIONS          |                                                                                       | 5       
|           |         | STATEMENTS OF CASH FLOWS          |                                                                                       | 6       
|           |         | NOTES TO THE FINANCIAL STATEMENTS |                                                                                       | 7       
|           | ITEM 2. |                                   | MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION |         
|PART II    |         | OTHER INFORMATION                 |                                                                                       |         
|           | ITEM 1. |                                   | LEGAL PROCEEDINGS                                                                     |         
|           | ITEM 4. |                                   | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |         
|           | ITEM 6. |                                   | EXHIBITS AND REPORTS ON FORM 8-K                                                      |         
|SIGNATURES |         | 17                               

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

ASSETS

|                           |                                                  | November 30 |         |          |       
|-------------------------- | ------------------------------------------------ | ----------- | ------- | -------- | ------
|
|
|Current Assets:            |                                                  |             |         |          |       
|                           | Cash and Cash Equivalents                        |             | $       | 793      |       
|                           | Accounts Receivable:                             |             |         |          |       
|                           |                                                  | Trade       |         |          | 47,001
|                           |                                                  | Members     |         |          | 1,988 
|                           |                                                  | Other       |         |          | 940   
|                           | Advances to Related Parties                      |             |         | 4,721    |       
|                           | Inventories                                      |             |         | 354,621  |       
|                           | Prepaid Expenses                                 |             |         | 18,963   |       
|                           |                                                  |             |         |          |       
|Total Current Assets       |                                                  |             | 429,027 |          |       
|                           |                                                  |             |         |          |       
|Property and Equipment:    |                                                  |             |         |          |       
|                           | Land                                             |             |         | 32,697   |       
|                           | Buildings and Equipment                          |             |         | 840,539  |       
|                           | Construction-in-Progress                         |             |         | 1,711    |       
|                           | Less: Accumulated Depreciation                   |             |         | (523,092 | )     
|                           |                                                  |             |         |          |       
|Net Property and Equipment |                                                  |             | 351,855 |          |       
|                           |                                                  |             |         |          |       
|Other Assets:              |                                                  |             |         |          |       
|                           | Investments in CoBank, ACB                       |             |         | 15,676   |       
|                           | Investments in Marketing Cooperatives            |             |         | 1,654    |       
|                           | Investments in ProGold Limited Liability Company |             |         | 38,962   |       
|                           | Investments in Crystech, LLC                     |             |         | 1,501    |       
|                           | Notes Receivable  Crystech, LLC                 |             |         | 13,905   |       
|                           | Other Assets                                     |             |         | 3,498    |       
|                           |                                                  |             |         |          |       
|Total Other Assets         |                                                  |             | 75,196  |          |       
|                           |                                                  |             |         |          |       
|Total Assets               |                                                  | $           | 856,078 |          | $     
|                           |                                                  |             |         |          |       

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3

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

LIABILITIES AND MEMBERS' INVESTMENTS

|                                           |                                               | November 30 |         |         |  
|------------------------------------------ | --------------------------------------------- | ----------- | ------- | ------- | -
|
|
|Current Liabilities:                       |                                               |             |         |         |  
|                                           | Short-Term Debt                               |             | $       | 133,087 |  
|                                           | Current Maturities of Long-Term Debt          |             |         | 19,070  |  
|                                           | Accounts Payable                              |             |         | 19,466  |  
|                                           | Advances Due to Related Parties               |             |         | 7,225   |  
|                                           | Accrued Continuing Costs (see note 3)         |             |         | 34,752  |  
|                                           | Other Current Liabilities                     |             |         | 17,924  |  
|                                           | Amounts Due Members                           |             |         | 135,448 |  
|                                           |                                               |             |         |         |  
|Total Current Liabilities                  |                                               |             | 366,972 |         |  
|Long-Term Debt, Net of Current Maturities  |                                               |             | 200,417 |         |  
|Other Liabilities                          |                                               |             | 30,160  |         |  
|                                           |                                               |             |         |         |  
|Total Liabilities                          |                                               |             | 597,549 |         |  
|                                           |                                               |             |         |         |  
|Members' Investments:                      |                                               |             |         |         |  
|                                           | Preferred Stock                               |             |         | 38,275  |  
|                                           | Common Stock                                  |             |         | 31      |  
|                                           | Additional Paid-in Capital                    |             |         | 140,600 |  
|                                           | Unit Retains                                  |             |         | 116,441 |  
|                                           | Equity Retention                              |             |         | 1,557   |  
|                                           | Accumulated Other Comprehensive Income/(Loss) |             |         | (436    | )
|                                           | Retained Earnings/(Deficit)                   |             |         | (37,939 | )
|                                           |                                               |             |         |         |  
|Total Members' Investments                 |                                               |             | 258,529 |         |  
|                                           |                                               |             |         |         |  
|Total Liabilities and Members' Investments |                                               | $           | 856,078 |         | $
|                                           |                                               |             |         |         |  

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

|                                           |                                                                      | For the Three Months Ended
November 30 |        
|------------------------------------------ | -------------------------------------------------------------------- | -------------------------------------- | -------
|
|Net Revenue                                |                                                                      | $                                      | 172,655
|Cost of Product Sold                       |                                                                      |                                        | (19,837
|                                           |                                                                      |                                        |        
|Gross Proceeds                             |                                                                      |                                        | 192,492
|Selling, General & Administrative Expenses |                                                                      |                                        | 39,230 
|Accrued Continuing Costs (see note 3)      |                                                                      |                                        | 34,752 
|                                           |                                                                      |                                        |        
|Operating Proceeds                         |                                                                      |                                        | 118,510
|                                           |                                                                      |                                        |        
|Other Income/(Expense)                     |                                                                      |                                        |        
|                                           | Interest Income                                                      |                                        |        
|                                           | Interest Expense                                                     |                                        |        
|                                           | Other, Net                                                           |                                        |        
|                                           |                                                                      |                                        |        
|Other (Expense)                            |                                                                      |                                        | (2,242 
|                                           |                                                                      |                                        |        
|Proceeds before Income Taxes               |                                                                      |                                        | 116,268
|Income Tax Expense                         |                                                                      |                                        |       
|                                           |                                                                      |                                        |        
|Net Proceeds Resulting from                |                                                                      |                                        |        
|                                           | Member and Non-Member Business                                       |                                        | $      
|                                           |                                                                      |                                        |        
|Distribution of Net Proceeds:              |                                                                      |                                        |        
|                                           | Credited/(Charged) to Members' Investments:                          |                                        |        
|                                           |                                                                      | Non-Member Business (Loss)             |        
|                                           |                                                                      | Unit Retains Declared to Members       |        
|                                           |                                                                      | Equity Retention Declared to Members   |        
|                                           |                                                                      |                                        |        
|                                           | Net (Charge) to Members' Investments                                 |                                        |        
|                                           | Payments to/due Members for Sugarbeets, Net of Unit Retains Declared |                                        |        
|                                           | Payment to/due Members for PIK Certificates,                         |                                        |        
|                                           | Net of Equity Retention Declared                                     |                                        |        
|                                           |                                                                      |                                        |        
|Total                                      |                                                                      | $                                      | 116,268
|                                           |                                                                      |                                        |        

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American Crystal Sugar Company  Statements of Cash Flows  (Unaudited)  (Dollars In Thousands)

|                                                                                                                                                                       |                                                                             | For the Three Months Ended
November 30                  |         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------- | --------
|
|Cash Provided By (Used In) Operations:                                                                                                                                 |                                                                             |                                                         |         
|                                                                                                                                                                       | Net Proceeds Resulting from Member and Non-Member Business                  |                                                         | $       
|                                                                                                                                                                       | Payments to Members for Sugarbeets, Net of Unit Retains Declared            |                                                         |         
|                                                                                                                                                                       | Payments to Members for PIK Certificates, Net of Equity Rentention Declared |                                                         |         
|                                                                                                                                                                       | Add (Deduct) Non-Cash Items:                                                |                                                         |         
|                                                                                                                                                                       |                                                                             | Depreciation and Amortization                           |         
|                                                                                                                                                                       |                                                                             | (Income) from Equity Method Investees                   |         
|                                                                                                                                                                       |                                                                             | Loss on the Disposition of Property and Equipment       |         
|                                                                                                                                                                       |                                                                             | Non-Cash Portion of Patronage Dividend from CoBank, ACB |         
|                                                                                                                                                                       |                                                                             | Deferred Gain Recognition                               |         
|                                                                                                                                                                       | Changes in Assets and Liabilities:                                          |                                                         |         
|                                                                                                                                                                       |                                                                             | Receivables                                             |         
|                                                                                                                                                                       |                                                                             | Inventories                                             |         
|                                                                                                                                                                       |                                                                             | Prepaid Expenses                                        |         
|                                                                                                                                                                       |                                                                             | Advances To/Due to Related Parties                      |         
|                                                                                                                                                                       |                                                                             | Accounts Payable                                        |         
|                                                                                                                                                                       |                                                                             | Accrued Continuing Costs                                |         
|                                                                                                                                                                       |                                                                             | Other Liabilities                                       |         
|                                                                                                                                                                       |                                                                             | Amounts Due Members                                     |         
|                                                                                                                                                                       |                                                                             |                                                         |         
|Net Cash (Used In) Operations                                                                                                                                          |                                                                             |                                                         | (124,396
|                                                                                                                                                                       |                                                                             |                                                         |         
|Cash Provided By (Used In) Investing Activities:                                                                                                                       |                                                                             |                                                         |         
|                                                                                                                                                                       | Purchases of Property and Equipment                                         |                                                         |         
|                                                                                                                                                                       | Proceeds from the Sale of Property and Equipment                            |                                                         |         
|                                                                                                                                                                       | Changes in Other Assets                                                     |                                                         |         
|                                                                                                                                                                       |                                                                             |                                                         |         
|Net Cash (Used In) Investing Activities                                                                                                                                |                                                                             |                                                         | (2,155  
|                                                                                                                                                                       |                                                                             |                                                         |         
|Cash Provided By (Used In) Financing Activities:                                                                                                                       |                                                                             |                                                         |         
|                                                                                                                                                                       | Proceeds (Payments) on Short-Term Debt, Net                                 |                                                         |         
|                                                                                                                                                                       | Proceeds from Long-Term Debt                                                |                                                         |         
|                                                                                                                                                                       | Long-Term Debt Repayment                                                    |                                                         |         
|                                                                                                                                                                       | Proceeds from Sale of Stock                                                 |                                                         |         
|                                                                                                                                                                       | Payment of Unit Retains                                                     |                                                         |         
|                                                                                                                                                                       |                                                                             |                                                         |         
|Net Cash Provided by Financing Activities                                                                                                                              |                                                                             |                                                         | 121,442 
|                                                                                                                                                                       |                                                                             |                                                         |         
|(Decrease) In Cash and Cash Equivalents                                                                                                                                |                                                                             |                                                         | (5,109  
|Cash and Cash Equivalents, Beginning of Year                                                                                                                           |                                                                             |                                                         | 5,902   
|                                                                                                                                                                       |                                                                             |                                                         |         
|Cash and Cash Equivalents, End of Period                                                                                                                               |                                                                             | $                                                       | 793     
|                                                                                                                                                                       |                                                                             |                                                         |         
|Supplemental Schedule of Non-Cash Financing Activities:                                                                                                                |                                                                             |                                                         |         
|On September 30, 2000, the Company forfeited sugar in satisfaction of Commodity Credit Corporation loans of $105.3 million including accrued interest of $3.8 million. |                                                                             |                                                         |         

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AMERICAN CRYSTAL SUGAR COMPANY  NOTES TO THE FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000

Note 1: Basis of Presentation

The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities 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 three month period ended November 30, 2001 are not necessarily indicative of the results that may be expected for the year ended August 31,
2002.

The
amount paid to growers for sugarbeets (beet payment) depends on the future selling prices of sugar and agri-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, 2001.

Certain
reclassifications have been made to the November 30, 2000 financial statements to conform with the November 30, 2001 presentation.

Note 2: Inventories

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

|                                                                       |  | 11/30/01 |         | 11/30/00 |   | 8/31/01
|---------------------------------------------------------------------- |  | -------- | ------- | -------- | - | -------
|Refined Sugar, Pulp, Molasses, Other Agri-Products and Sugar Beet Seed |  | $        | 163,636 |          | $ | 137,165
|Unprocessed Sugarbeets                                                 |  |          | 173,239 |          |   | 191,572
|Maintenance Parts & Supplies                                           |  |          | 17,746  |          |   | 17,457 
|                                                                       |  |          |         |          |   |        
|Total Inventories                                                      |  | $        | 354,621 |          | $ | 346,194
|                                                                       |  |          |         |          |   |        

Sugar,
pulp, molasses and other agri-products inventories are valued at estimated net realizable value. Unprocessed sugarbeets are valued at the estimated gross beet payment.
Maintenance parts & supplies and beet seed inventories are valued at the lower of average cost or market.

Note 3: Accrued Continuing Costs

For interim reporting, the Net Proceeds from Member Business is 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 represent 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.

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Note 4: Members' Investments

|                 |                   | Par Value |   | Shares
Authorized |  | Shares Issued
& Outstanding
|---------------- | ----------------- | --------- | - | ----------------- |  | ---------------------------
|Preferred Stock: |                   |           |   |                   |  |                            
|                 | January 9, 2002   |           | $ | 76.77             |  | 600,000                    
|                 | November 30, 2001 |           | $ | 76.77             |  | 600,000                    
|                 | August 31, 2001   |           | $ | 76.77             |  | 600,000                    
|                 | November 30, 2000 |           | $ | 76.77             |  | 600,000                    
|Common Stock:    |                   |           |   |                   |  |                            
|                 | January 9, 2002   |           | $ | 10.00             |  | 4,000                      
|                 | November 30, 2001 |           | $ | 10.00             |  | 4,000                      
|                 | August 31, 2001   |           | $ | 10.00             |  | 4,000                      
|                 | November 30, 2000 |           | $ | 10.00             |  | 4,000                      

Note 5: Interest Paid

Interest
paid, net of amounts capitalized, was $2.1 million and $3.6 million for the three months ended November 30, 2001 and 2000, respectively.

Note 6: Short-Term Debt

As of November 30, 2001, the Company had outstanding commercial paper of $103.1 million at an average interest rate of 3.06% and maturity dates
between December 3, 2001 and April 30, 2002. The Company also had $30.0 million of outstanding short-term debt with CoBank, ACB with an average interest rate of 2.83%
and maturity dates between February 21, 2002 and February 28, 2002.

As
of November 30, 2000, the Company had outstanding commercial paper of $111.5 million at an average interest rate of 6.93% and maturity dates between December 1,
2000 and April 30, 2001. The Company also had $23.0 million of outstanding short-term debt with CoBank, ACB with an average interest rate of 7.32% and maturity dates between
December 1, 2000 and December 21, 2000.

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Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition for the Three Months Ended November 30, 2001 and 2000

This report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements
including the words "expect", "anticipate", "believe", "may" and similar expressions. The Company's actual results could differ materially from those indicated. Important factors that could cause or
contribute to such differences include, without limitation, market factors, weather and general economic conditions, farm and trade policy, available quantity and quality of sugarbeets. For a more
complete discussion of "Important Factors", please refer to the Company's 2001 Form 10-K.

Comparison of the Three Months Ended November 30, 2001 and 2000

Revenue for the three months ended November 30, 2001, was $172.7 million, a decrease of $70.2 million as compared to the same period last
year. Revenue from total sugar sales decreased 31.4 percent which reflects the proceeds from the forfeiture of sugar to the Commodity Credit Corporation (CCC) last year, a 2.3 percent
decrease in the average selling price per hundredweight partially offset by a 0.6 percent increase in hundredweight sold. Revenue from pulp sales increased 38.7 percent due to a
44.3 percent increase in the volume of pulp sold partially offset by a 3.9 percent decrease in the average selling price per ton. Revenue from molasses sales decreased
50.7 percent due to a 64.5 percent decrease in the volume of molasses sold partially offset by a 38.8 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 6.4 percent due to a 17.6 percent increase in the
average selling price per ton partially offset by a 9.5 percent decrease in sales volume.

Cost
of product sold, for the three months ended November 30, 2001, exclusive of payments for sugarbeets, decreased $69.0 million as compared to the same period last year.
Direct processing costs for sugar and pulp decreased 12.0 percent due to harvesting 16.3 percent fewer sugarbeets and processing 7.0 percent less sugarbeets. Fixed and committed
expenses increased 2.0 percent reflecting higher maintenance costs. The change in product inventories impacted the cost of product sold favorably by $66.0 million. This was primarily due
to two factors. First, The value of the carryover sugar inventory as of August 31, 2000, which was sold during the first quarter of fiscal 2001, was approximately $43.0 million higher
than the value of the carryover sugar inventory as of August 31, 2001, which was sold during the first quarter of fiscal 2002. The higher inventory level as of August 31, 2000 consisted
largely of sugar pledged to the CCC, which was forfeited during the first quarter of fiscal 2001. Second, the value of the sugar inventory as of November 30, 2001 was approximately
$23.0 million more than the value of the sugar inventory as of November 30, 2000 due primarily to a higher sugar inventory level.

Selling,
general and administrative expenses for the three months ended November 30, 2001 decreased $4.1 million from 2001. Selling expenses decreased $2.7 million
primarily due to lower sugar storage costs partially offset by the reinstatement of the marketing assessment fee this year. General and Administrative expenses decreased $1.5 million due to
lower personnel costs and other general cost reductions.

As of November 30, 2001, 40.4 percent of the 2001 crop had been processed, resulting in the recognition of net proceeds from member business of $116.3 million. This
represents 40.4 percent of the projected gross beet payment of $289.2 million for the 2001 crop. The actual net proceeds from member business for the three months ended
November 30, 2001 was $151.5 million. The difference between the actual net proceeds from member business and the amount recognized resulted in the recognition of $34.8 million of
accrued continuing costs as of November 30, 2001. In comparison, as of November 30, 2000, 36.8 percent of the 2000 crop had been processed resulting in the recognition of net
proceeds from member business of $111.6 million, which represented 36.8 percent of the

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$300 million projected gross beet payment for the 2000 crop. The actual net proceeds from member business for the three months ended November 30, 2000 was $148.1 million. The
difference between the actual net proceeds from member business and the amount recognized resulted in the recognition of $36.5 million of accrued continuing costs as of November 30,
2000.

Interest
income decreased $.6 million for the three months ended November 30, 2001 as compared to the same period last year primarily due to a lower average balance of
investments and slightly lower interest rates.

Interest
expense decreased $1.2 million from last year primarily due to lower long-term and short-term interest rates and lower average borrowing levels.

Non-member
activities resulted in a loss of $.4 million in each of the three months ended November 30 2001 and 2000. The losses in both fiscal years were
comprised mainly of activities related to the investment in ProGold Limited Liability Company.

2001 Payment-In-Kind Program

In September 2001, the United States Department of Agriculture (USDA) announced a Payment-In-Kind (PIK) program for the 2001 crop
year. Under this program, the Company's shareholders were paid to destroy a portion of their 2001 sugarbeet crop. Payments to the Company's shareholders were made by the USDA in the form of
certificates to be exchanged for sugar held by the USDA. The Company has entered into contracts with its shareholders to purchase the sugar certificates they received from the USDA and reduce the
shareholders' delivery obligation to the Company to the extent sugarbeets were destroyed. As a result of the PIK program, the number of acres of the 2001 sugarbeet crop harvested by the shareholders
was reduced by approximately 29,000 acres. At this time, the Company does not believe that the reduction in sugarbeets available to process as a result of the PIK program will materially affect the
results of operations for fiscal 2002. On December 3, 2001, the CCC finalized the amount of sugar to be exchanged for the PIK certificates. As a result, the Company received approximately
588,673 hundredweight of sugar in exchange for the PIK certificates on December 3, 2001 and will receive an additional 588,673 hundredweight of sugar on March 1, 2002.

Liquidity and Capital Resources

Under the Company's Bylaws and Grower Contracts, 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, the beet payments made to members are paid in three
payments over the course of a year, and the payments are made net of any anticipated unit retain for the crop. These procedures have the effect of providing the Company with an additional source of
short-term financing. This member financing arrangement may result in an additional source of liquidity and reduced need for outside financing in comparison to a similar business operated
on a non-cooperative basis.

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,
the Company 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 a consortium of
lenders lead by CoBank, ACB. The Company has a long-term debt commitment with CoBank, ACB of $158.3 million, of which $118.3 million is currently outstanding. In addition,
the Company has long-term debt outstanding of $50 million from a private placement of Senior Notes that occurred in September of 1998; $43.8 million from nine separate
issuances of Pollution Control and Industrial Development Revenue Bonds; a term loan with Bank of North Dakota of $6.4 million; and $1 million from US Bank. The Company also has a
seasonal line of credit with a consortium of lenders lead by CoBank, ACB of $180 million, of which $30.0 million is currently outstanding, and a line of credit with Wells Fargo Bank

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for $3 million. The Company's commercial paper program provides short-term borrowings of up to $150 million of which approximately $103.1 million is currently
outstanding. Any borrowings under the commercial paper program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount.

The
change in the Company's financial condition from August 31, 2001 to November 30, 2001 is primarily due to normal business seasonality. The first three months of the
Company's fiscal year includes the completion of the sugarbeet harvest, start of the processing campaign, and the initial payments to members for delivered sugarbeets. The cash used in operations of
$124.4 million and investing activities of $2.2 million was funded primarily through the cash provided by financing activities. The net cash provided by financing activities was
primarily comprised of the net proceeds from short-term debt of $119.1 million, and proceeds from the installment sale of stock of $3.4 million.

Working
capital has increased $13.5 million from $48.6 million at the beginning of the year to $62.1 million as of November 30, 2001 primarily due to
increased inventories partially offset by additional short-term debt, increases in payables and the amounts due growers and a decrease in receivables. Working capital as of
November 30, 2001 was $62.1 million, an increase of $17.7 million when compared to $44.4 million of working capital as of November 30, 2000.

Capital
expenditures for the three months ended November 30, 2001 were $2.3 million as compared to $5.7 million for the same period in 2000. The Company had
outstanding commitments totaling $1.8 million as of November 30, 2001, for equipment and construction contracts related to various capital projects.

The
Company anticipates that the funds necessary for working capital requirements and future capital expenditures will be derived from operations, short-term borrowings,
depreciation, unit retains and long-term borrowings.

11

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time and in the ordinary course of its business, the Company is named as a defendant in legal proceedings related to various issues, including
worker's compensation claims, tort claims and contractual disputes. The Company is currently involved in certain legal proceedings, which have arisen in the ordinary course of the Company's business.
The Company is also aware of certain other potential claims, which could result in the commencement of legal proceedings. The Company carries insurance, which provides protection against certain types
of claims. With respect to current litigation and potential claims of which the Company is aware, the Company's management believes that (i) the Company has insurance protection to cover all or
a portion of any judgments which may be rendered against the Company with respect to certain claims or actions and (ii) any judgments which may be entered against the Company and which may
exceed such insurance coverage or which may arise in actions involving potential liabilities not covered by insurance policies are not likely to have a material adverse effect upon the Company, or its
assets or operations.

Item 4. Submission of Matters to a Vote of Security Holders

The Company held meetings in November 2001 with its shareholders from the five geographical districts where the Company's factories are located.

At
the Moorhead Factory District Meeting held on November 12, 2001, David J. Kragnes was re-elected as a Director, receiving 83 of the 85 votes cast with 4
abstentions. His three-year term expires in December 2004. Michael A. Astrup and Richard Borgen will continue as Directors for the Moorhead Factory District.

At
the Hillsboro Factory District Meeting held on November 13, 2001, Jeff McInnes was elected as a Director, receiving 48 of the 89 votes cast with 1 abstention. His
three-year term expires in
December 2004. Jerry D. Bitker and Francis L. Kritzberger will continue as Directors for the Hillsboro Factory District. Court G. Hanson did not seek re-election as a Director at
the end of his term for reasons unrelated to the company.

At
the East Grand Forks Factory District Meeting held on November 14, 2001, Curtis Haugen was elected as a Director, receiving 122 of the 177 votes cast with 2 spoiled ballots.
His three-year term expires in December 2004. Paul Driscoll and G. Terry Stadstad will continue as Directors for the East Grand Forks Factory District. Steven M. Goodwin did not
seek re-election as a Director at the end of his term for reasons unrelated to the company.

At
the Drayton Factory District Meeting held on November 15, 2001, Robert Vivatson was re-elected as a Director, receiving 114 of the 114 votes cast with 2
abstentions. His three-year term expires in December 2004. Patrick D. Mahar and Neil Widner will continue as Directors for the Drayton Factory District.

At
the Crookston Factory District Meeting held on November 16, 2001, Jim A. Ross was re-elected as a Director, receiving 64 of the 65 votes cast with 2 abstentions.
His three-year term expires in December 2004. Lonn M. Kiel and Ronald E. Reitmeier will continue as Directors for the Crookston Factory District.

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Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

|Item No. |  |                                                                                                                                       |  | Method of Filing                                                                                                                                           
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      |  | Restated Articles of Incorporation of American Crystal Sugar Company                                                                  |  | Incorporated by reference to Exhibit 3.1 from the Company's Form 10-Q for the quarter ended May 31, 1998.                                                  
|3.2      |  | Restated By-laws of American Crystal Sugar Company                                                                                    |  | Incorporated by reference to Exhibit 3.1 from the Company's Form 10-Q for the quarter ended May 31, 1998.                                                  
|4.1      |  | Restated Articles of Incorporation of American Crystal Sugar Company                                                                  |  | See Exhibit 3.1                                                                                                                                            
|4.2      |  | Restated By-laws of American Crystal Sugar Company                                                                                    |  | See Exhibit 3.2                                                                                                                                            
|10.1     |  | Trademark License Agreement between Registrant and United Sugars Corporation, dated November 1, 1993                                  |  | Incorporated by reference to Exhibit 10(l) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
|10.2     |  | Amended and Restated Loan Agreement between Registrant and US Bank, formerly First Bank National Association, dated November 22, 1993 |  | Incorporated by reference to Exhibit 10(q) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
|10.3     |  | Pension Contract and Amendments                                                                                                       |  | Incorporated by reference to Exhibit 10(r) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
|10.4     |  | Form of Operating Agreement between Registrant and ProGold Limited Liability Company                                                  |  | Incorporated by reference to Exhibit 10(u) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
|10.5     |  | Form of Member Control Agreement between Registrant and ProGold Limited Liability Company                                             |  | Incorporated by reference to Exhibit 10(v) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
|         |  |                                                                                                                                       |  |                                                                                                                                                            

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|10.6    |  | Administrative Services Agreement between Registrant and ProGold Limited Liability Company                        |  | Incorporated by reference to Exhibit 10(w) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994. 
|------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|+10.7   |  | Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 25, 1995                     |  | Incorporated by reference to Exhibit 10(y) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
|+10.8   |  | Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 25, 1995  |  | Incorporated by reference to Exhibit 10(z) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
|+10.9   |  | Trademark License Agreement between Registrant and The Pillsbury Company, dated as of April 9, 1997               |  | Incorporated by reference to Exhibit 10(dd) from the Company's Registration Statement on Form S-1 (File No. 333-32251), declared effective October 24, 1997.
|10.10   |  | Pledge Agreement between Registrant and First Union Trust Company, NA                                             |  | Incorporated by reference to Exhibit 10(ee) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                               
|10.11   |  | Indemnity Agreement between Registrant, Newcourt Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust |  | Incorporated by reference to Exhibit 10(ff) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                               
|10.12   |  | Tolling Services Agreement between Crystech, LLC and Registrant                                                   |  | Incorporated by reference to Exhibit 10(gg) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                               
|10.13   |  | Operations and Maintenance Agreement between Crystech, LLC and Registrant                                         |  | Incorporated by reference to Exhibit 10(hh) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                               
|++10.14 |  | Limited Liability Company Agreement of Crystech, LLC                                                              |  | Incorporated by reference to Exhibit 10(ii) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                               
|10.15   |  | Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC   |  | Incorporated by reference to Exhibit 10.22 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999                                 
|        |  |                                                                                                                   |  |                                                                                                                                                             

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|10.16 |  | Registrant's Senior Note Purchase Agreement                                                                                                      |  | Incorporated by reference to Exhibit 10.24 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999              
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------
|10.17 |  | Registrant's Senior Note Intercreditor and Collateral Agency Agreement                                                                           |  | Incorporated by reference to Exhibit 10.25 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999              
|10.18 |  | Registrant's Senior Note Restated Mortgage and Security Agreement                                                                                |  | Incorporated by reference to Exhibit 10.26 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999              
|10.19 |  | Employment Agreement between the Registrant and James J. Horvath                                                                                 |  | Incorporated by reference to Exhibit 10.28 from the Company's Annual Report on Form 10-K form the year ended August 31, 1999             
|10.20 |  | Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated April 4, 2000                                    |  | Incorporated by reference to Exhibit 10.28 from the Company's Form 10-Q for the quarter ended May 31, 2000                               
|10.21 |  | Board of Directors Deferred Compensation Plan, dated June 30, 1994                                                                               |  | Incorporated by reference to Exhibit 10.29 from the Company's Annual Report on Form 10K for the year ended August 31, 2000               
|10.22 |  | Long Term Incentive Plan, dated June 23, 1999                                                                                                    |  | Incorporated by reference to Exhibit 10.31 from the Company's Annual Report on Form 10K for the year ended August 31, 2000               
|10.23 |  | Growers' Contract (5-year Agreement) for the crop years 1998 through 2002.                                                                       |  | Incorporated by reference to Exhibit 10.29 from the Company's Form 10-Q for the quarter ended February 28, 2001                          
|10.24 |  | Growers' Contract (Annual Contract) for crop year 2001.                                                                                          |  | Incorporated by reference to Exhibit 10.30 from the Company's Form 10-Q for the quarter ended February 28, 2001                          
|10.25 |  | Term and Seasonal Loan Agreements between the Registrant and CoBank, ACB dated March 31, 2001                                                    |  | Incorporated by reference to Exhibit 10.30 from the Company's Form 10-Q for the quarter ended May 31, 2001                               
|10.26 |  | Addendum to Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC dated July 10, 2001. |  | Incorporated by reference to Exhibit 10.30 from the Company's Annual Report on Form 10K for the year ended August 31, 2001               
|10.27 |  | Uniform Member Sugar Marketing Agreement between the Registrant and United Sugars Corporation dated September 1, 2001.                           |  | Incorporated by reference to Exhibit 10.27 from the Company's Form 10-Q for the quarter ended November 30, 2001 filed on January 10, 2002
|      |  |                                                                                                                                                  |  |                                                                                                                                          

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|10.28 |  | Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2001. |  | Incorporated by reference to Exhibit 10.28 from the Company's Form 10-Q for the quarter ended November 30, 2001 filed on January 10, 2002
|----- |  | ----------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|21.1  |  | List of Subsidiaries of the Registrant                                                                                  |  | Incorporated by reference to Exhibit 21.1 from the Company's Annual Report on Form 10K for the year ended August 31, 1999                
|23.1  |  | Consent of Eide Bailly LLP                                                                                              |  | Incorporated by reference to Exhibit 23.1 from the Company's Annual Report on Form 10K for the year ended August 31, 2001                

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(b) Reports on Form 8-K

The Company filed the following Current Reports on Form 8-K during this quarter.



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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: March 20, 2002 |  | /s/ Joseph J. TalleyJoseph J. Talley
Vice President-Finance
Duly Authorized Officer

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