<PAGE>


-------------------------------------------------------------------------------
                                  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 MAY 31, 1999

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                            JULY 1, 1999
   ---------------------                           ---------------
      $10 PAR VALUE                                    2,949


<PAGE>

                         AMERICAN CRYSTAL SUGAR COMPANY

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>

                                                                 PAGE NO.
                                                                 --------
<S>                                                            <C>
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 RESULTS OF OPERATIONS AND
                    FINANCIAL CONDITION                               7


PART II  OTHER INFORMATION


       ITEM 1.    LEGAL PROCEEDINGS                                  10


       ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                   10



SIGNATURES
</TABLE>



<PAGE>

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


                                     ASSETS
<TABLE>
<CAPTION>
                                                                     May 31
                                                      ------------------------------------     August 31,
                                                            1999               1998               1998
                                                      -----------------   ----------------   ---------------
<S>                                                     <C>                 <C>             <C>
Current Assets:                                                                              *
 Cash and Cash Equivalents                                   $      29          $      35         $      41
 Accounts Receivable:
  Trade                                                         73,792             50,390            53,874
  Members                                                        1,719              2,738             2,558
  Other                                                             65              1,667             2,801
 Advances to Related Parties                                    13,269             29,037            26,402
 Inventories                                                   300,400            294,374           142,382
 Prepaid Expenses                                                2,415              3,547             3,079
                                                      -----------------   ----------------   ---------------

Total Current Assets                                           391,689            381,788           231,137
                                                      -----------------   ----------------   ---------------



Property and Equipment:
 Land                                                           14,671             13,395            13,818
 Buildings and Equipment                                       678,174            639,866           664,453
 Construction-in-Progress                                      134,721             88,377           112,470
 Less: Accumulated Depreciation                               (461,076)          (434,687)         (438,801)
                                                      -----------------   ----------------   ---------------

Net Property and Equipment                                     366,490            306,951           351,940
                                                      -----------------   ----------------   ---------------

Other Assets:
 Investments in Banks for Cooperatives                          13,970             15,907            15,890
 Investments in Marketing Cooperatives                           2,896              2,510             2,197
 Investment in ProGold LLC                                      35,541             35,203            35,172
 Investment in Crystech                                          1,574                  -             1,574
 Other Assets                                                   13,743              4,558             8,550
                                                      -----------------   ----------------   ---------------

Total Other Assets                                              67,724             58,178            63,383
                                                      -----------------   ----------------   ---------------


Total Assets                                                 $ 825,903          $ 746,917         $ 646,460
                                                      -----------------   ----------------   ---------------
                                                      -----------------   ----------------   ---------------
</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>
                                                                      May 31
                                                        ------------------------------------      August 31,
                                                              1999               1998                1998
                                                        -----------------  -----------------   -----------------
<S>                                                        <C>               <C>              <C>
Current Liabilities:                                                                           *
 Short-Term Debt                                               $ 177,433          $ 191,527           $ 116,322
 Current Maturities of Long-Term Debt                             18,800             18,800              17,800
 Accounts Payable:
  Trade                                                            7,573              7,227              31,421
  Other                                                            5,170              8,510               4,710
 Accrued Continuing Costs                                         58,211             65,026                   -
 Other Current Liabilities                                        16,799             15,397              16,112
 Amounts Due Members                                              56,799             26,947              14,415
                                                        -----------------  -----------------   -----------------

Total Current Liabilities                                        340,785            333,434             200,780
Long-Term Debt, Excluding Current
 Maturities                                                      232,895            168,000             194,695
Deferred Income Taxes                                              1,753              1,540               1,753
Other Liabilities                                                 26,488             25,479              24,389
                                                        -----------------  -----------------   -----------------

Total Liabilities                                                601,921            528,453             421,617
                                                        -----------------  -----------------   -----------------

Members' Investments
 Preferred Stock                                                  38,275             38,263              38,275
 Common Stock                                                         29                 28                  28
 Additional Paid-in Capital                                      123,737            115,939             116,183
 Unit Retains                                                     95,562             97,435             105,850
 Pension Liability Adjustment                                     (2,259)            (4,131)             (2,259)
 Retained Earnings                                               (31,362)           (29,070)            (33,234)
                                                        -----------------  -----------------   -----------------

Total Members' Investments                                       223,982            218,464             224,843
                                                        -----------------  -----------------   -----------------
Total Liabilities and Members'
 Investments                                                   $ 825,903          $ 746,917           $ 646,460
                                                        -----------------  -----------------   -----------------
                                                        -----------------  -----------------   -----------------
</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>

                                                            For the Nine Months Ended                Three Months Ended
                                                                      May 31                               May 31
                                                        ----------------------------------  -------------------------------------
                                                              1999              1998              1999                1998
                                                        -----------------  ---------------  -----------------   -----------------
<S>                                                     <C>                <C>              <C>                 <C>
Net Revenue                                                    $ 603,533        $ 506,393          $ 227,558           $ 170,147
Cost of Product Sold                                              33,879            9,559             45,790              24,022
                                                        -----------------  ---------------  -----------------   -----------------

Gross Proceeds                                                   569,654          496,834            181,768             146,125
Selling, General & Administrative
 Expenses                                                        133,893          105,063             48,185              33,799
Accrued Continuing Costs                                          58,211           65,026             11,753              39,672
                                                        -----------------  ---------------  -----------------   -----------------

Operating Proceeds                                               377,550          326,745            121,830              72,654
                                                        -----------------  ---------------  -----------------   -----------------

Other Income (Expenses)
 Interest Income                                                     787              536                349                 199
 Interest Expense                                                (16,925)          (9,380)            (5,984)             (2,385)
 Other Income                                                      5,250              578                533               2,779
 Other Expenses                                                   (3,421)          (4,531)              (218)                941
                                                        -----------------  ---------------  -----------------   -----------------
Other Income (Expense)                                           (14,309)         (12,797)            (5,320)              1,534
                                                        -----------------  ---------------  -----------------   -----------------

Proceeds before Income Taxes                                     363,241          313,948            116,510              74,188
Income Taxes Provision/Benefit                                         -                -                  -                   -
                                                        -----------------  ---------------  -----------------   -----------------
Net Proceeds Resulting from
 Member and Non-Member Business                                $ 363,241        $ 313,948          $ 116,510            $ 74,188
                                                        -----------------  ---------------  -----------------   -----------------
                                                        -----------------  ---------------  -----------------   -----------------


Distribution of Net Proceeds:
 Credited/(Charged) to Member's
   Investments:
  Non-Member Business Income/(Loss)                              $ 1,872        $  (5,515)           $ 1,282               $ 707
  Unit Retains Declared to Members                                     -                -                  -                   -
                                                        -----------------  ---------------  -----------------   -----------------
Net Credit/(Charge) to Members'
 Investments                                                       1,872           (5,515)             1,282                 707
Payments to/due Members for
 Sugarbeets, Net of Unit Retains
 Declared                                                        361,369          319,463            115,228              73,481
                                                        -----------------  ---------------  -----------------   -----------------

Total                                                          $ 363,241        $ 313,948          $ 116,510            $ 74,188
                                                        -----------------  ---------------  -----------------   -----------------
                                                        -----------------  ---------------  -----------------   -----------------
</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>
                                                                          Nine Months Ended
                                                                                May 31
                                                                 -------------------------------------
                                                                       1999                1998
                                                                 -----------------   -----------------
<S>                                                              <C>                  <C>
Cash Used for Operations:
 Net Proceeds Resulting from Member and Non-
  Member Business                                                       $ 363,241           $ 313,948
 Payments to/due Members for Sugarbeets,
  Including Unit Retains                                                 (361,369)           (319,463)
 Add/(Deduct) Noncash Items:
  Depreciation and Amortization                                            22,325              21,513
  Loss on Investment Activities                                             1,450               4,036
  Deferred Income Taxes                                                         -                   -
  (Gain)/loss on the Disposition of Property
   and Equipment                                                             (125)               (377)
  Noncash Portion of Patronage Dividend from
   Banks for Cooperatives                                                     (80)                  -
  Deferred Gain Recognition                                                  (151)               (157)
 Changes in Assets and Liabilities
  Accounts Receivable:
   Trade                                                                  (19,918)             10,550
   Members                                                                    839                 119
   Other                                                                    2,735               3,951
  Inventories                                                            (158,018)           (154,317)
  Prepaid Expenses                                                            664                (655)
  Advances to Related Parties                                              13,133             (13,973)
  Accounts Payable:
   Trade                                                                  (23,849)            (14,311)
   Other                                                                      460               4,151
  Other Current Liabilities                                                58,898              64,908
  Changes in Other Liabilites                                               2,101               1,570
  Amount Due Growers                                                       42,384             (39,208)
                                                                 -----------------   -----------------
Net Cash Used In Operations                                               (55,280)           (117,715)
                                                                 -----------------   -----------------

Cash Used In Investing Activities:
 Purchases of Property and Equipment                                      (36,825)            (48,928)
 Proceeds from the Sale of Property and Equipment                             125                 377
 Investment in Banks for Cooperatives                                          (0)             (1,338)
 Investment in Marketing Coops                                               (548)               (704)
 Investment in ProGold LLC                                                    180               3,768
 Investment in Crystech                                                         -                   -
 Changes in Other Assets                                                   (5,242)               (794)
                                                                 -----------------   -----------------
Net Cash Used In Investing Activities                                     (42,310)            (47,619)
                                                                 -----------------   -----------------

Cash Provided by Financing Activities:
 Net Proceeds (Payments) on Short-Term Debt                                61,111             123,567
 Proceeds from Long-Term Debt                                              57,100                   -
 Long-Term Debt Repayment                                                 (17,900)            (17,800)
 Changes in Preferred Stock                                                     -               4,721
 Changes in Common Stock                                                        1                   2
 Changes in Additional Paid-In Capital                                      7,554              51,343
 Payment of Unit Retains                                                  (10,288)             (8,015)
                                                                 -----------------   -----------------
Net Cash Provided by Financing Activities                                  97,578             153,818
                                                                 -----------------   -----------------
Decrease in Cash and Cash Equivalents                                         (12)            (11,516)
Cash and Cash Equivalents Beginning of Period                                  41              11,551
                                                                 -----------------   -----------------

Cash and Cash Equivalents End of Period                                      $ 29                $ 35
                                                                 -----------------   -----------------
                                                                 -----------------   -----------------
</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 NINE MONTHS ENDED MAY 31, 1999 AND 1998


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 nine month period ended May 31, 1999 are not
necessarily indicative of the results that may be expected for the year ended
August 31, 1999.

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, 1998.


NOTE 2:  INVENTORIES

         The major components of inventories are as follows (In Thousands):
<TABLE>
<CAPTION>
                                                         5/31/99      5/31/98        8/31/98
                                                        --------     --------       --------
<S>                                                    <C>           <C>            <C>
          Refined Sugar, Pulp, Molasses,
             CSB and Beet Seed                          $268,885     $275,235       $123,628
          Unprocessed Sugarbeets                          12,394            -              -
          Maintenance Parts & Supplies                    19,121       19,139         18,754
                                                        --------     --------       --------

          Total Inventories                             $300,400     $294,374       $142,382
                                                        --------     --------       --------
                                                        --------     --------       --------
</TABLE>
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.


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.

                                       5
<PAGE>

NOTE 4:  MEMBERS' INVESTMENTS
<TABLE>
<CAPTION>
                                                                    Shares                Shares Issued
                                           Par Value              Authorized              & Outstanding
                                           ----------             ----------              -------------
<S>                                        <C>                    <C>                     <C>
Preferred Stock:
  July 1, 1999                                $76.77                 600,000                    498,570
  May 31, 1999                                $76.77                 600,000                    498,570
  August 31, 1998                             $76.77                 600,000                    498,570
  May 31, 1998                                $76.77                 600,000                    498,415

Common Stock:
  July 1, 1999                                $10.00                   4,000                      2,949
  May 31, 1999                                $10.00                   4,000                      2,913
  August 31, 1998                             $10.00                   4,000                      2,835
  May 31, 1998                                $10.00                   4,000                      2,795

</TABLE>

                                       6
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
            FOR THE THREE AND NINE MONTHS ENDED MAY 31, 1999 AND 1998


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. American Crystal'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, and the ability of American Crystal and third party suppliers and
customers to successfully remediate year 2000 issues.


RESULTS OF OPERATIONS

COMPARISON OF THE NINE MONTHS ENDED MAY 31, 1999 AND 1998

Revenue for the nine months ended May 31, 1999, was $603.5 million, an increase
of $97.1 million from 1998. Revenue from total sugar sales increased 20.0
percent reflecting an increase in hundredweight sold. There was no change in the
average selling price per hundredweight. Revenue from pulp sales increased 10.9
percent due to a 51.6 percent increase in the volume of pulp sold partially
offset by a 26.9 percent decrease in the average selling price per ton. Revenue
from molasses sales increased 13.0 percent due to a 66.9 percent increase in the
volume of molasses sold partially offset by a 32.3 percent decrease 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, decreased
24.0 percent mainly due to a 16.1 percent decrease in the average selling price
per ton and a 9.4 percent decrease in tons sold.

Cost of product sold, exclusive of payments for sugarbeets, increased $24.3
million. Direct processing costs for sugar and pulp increased by 17.7 percent
due to the harvesting and processing of a 19 percent larger crop. Fixed and
committed expenses increased 9.5 percent reflecting higher maintenance and
depreciation. Changes in product inventory levels between 1999 and 1998,
affected the cost of product sold unfavorably by $13.4 million. The cost
associated with sugar purchased to meet customer needs was down $1.6 million due
to increased sugar production.

Selling expenses increased $27.4 million due primarily to the increases in the
volume of products sold. General and Administrative expenses increased $1.5
million due to an insurance claim received last year which reduced expenses in
1998.

Accrued continuing costs decreased $6.8 million due primarily to changes in the
volume of sugar sales and production, differences in the timing of incurring
processing costs and the amount of unsold inventory on hand.

Interest expense increased $7.5 million due to higher average borrowing levels
for short and long-term debt this year.

Non-member activities resulted in income of $1.9 million for the nine months
ended May 31, 1999 as compared to a loss of $5.5 million for the same period
last year. The 1999 income is primarily the result of the sale of beet seed
assets to Betaseed Inc., a wholly owned subsidiary of Kleinwanzlebener
Saatzucht, Ag., partially offset with non-member interest expense related to
borrowings for ProGold Limited Liability Company (ProGold). The loss in 1998 is
primarily comprised of the net loss from ProGold Limited Liability Company.

                                        7

<PAGE>

Net payments to/due members for sugarbeets increased by $41.9 million from
$319.5 million for the first nine months in 1998, to $361.4 million for the
first nine months in 1999. This increase is due to more tons processed,
partially offset by a lower projected per ton grower payment.


COMPARISON OF THE THREE MONTHS ENDED MAY 31, 1999 AND 1998

Revenue for the three months ended May 31, 1999, was $227.6 million, an increase
of $57.4 million from 1998. Revenue from total sugar sales increased 37.9
percent reflecting a 35.4 percent increase in the hundredweight sold and a 1.9
percent increase in the average selling price per hundredweight. Revenue from
pulp sales increased 9.5 percent due to a 38.3 percent increase in the volume of
pulp sold partially offset by a 20.8 percent decrease in the average selling
price per ton. Revenue from molasses sales increased 14.6 percent due to a 90.9
percent increase in the volume of molasses sold partially offset by a 40.0
percent decrease 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, decreased 14.2 percent due to a 38.7 percent decrease in
the average selling price per ton partially offset by a 39.9 percent increase in
the volume of CSB sold.

Cost of product sold, exclusive of payments for sugarbeets, increased $21.8
million. Direct processing costs for sugar and pulp increased 41.2 percent due
to the harvesting and processing of a larger crop. Fixed and committed expenses
increased 26.6 percent due to higher maintenance costs, depreciation and
insurance expense for this period. Changes in product inventory levels between
1999 and 1998, increased the cost of product sold by $13.6 million. The cost
associated with sugar purchased to meet customer needs was down $.6 million due
to increased sugar production.

Marketing expenses increased $15.5 million due primarily to increases in the
volume of product sold. General and Administrative expenses decreased $1.1
reflecting lower costs in various areas.

The decrease in accrued continuing costs was due primarily to changes in the
volume of sugar sales and production, differences in the timing of incurring
processing costs and the amount of unsold inventory on hand.

Interest expense increased by $3.6 million due to higher average borrowing
levels for short and long-term debt this year.

Non-member activities resulted in income of $1.3 million for the three months
ended May, 31, 1999 as compared to income of $.7 million for the same period
last year. The 1999 income is primarily the result of the sale of beet seed
assets to Betaseed Inc., a wholly owned subsidiary of Kleinwanzlebener
Saatzucht, Ag., offset by non-member interest expense related to borrowings for
ProGold Limited Liability Company (ProGold). The 1998 income is primarily
comprised of the improved earnings of ProGold Limited Liability Company during
the third quarter.

Net payments to/due members for sugarbeets increased by $41.7 million from $73.5
million for the third quarter of 1998, to $115.2 million for the same period in
1999. This increase is primarily due to more tons processed, partially offset by
a lower projected per ton grower payment.

                                        8
<PAGE>

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, both of which 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.

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 1999 of $290 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 May
31, 1999, American Crystal was in compliance with its loan agreements.

The primary factor for the changes in American Crystal's cash position for the
nine months ended May 31, 1999 was due to the 1998/1999 sugarbeet processing
campaign. The cash used in operations of $55.3 million and investing activities
of $42.3 million was funded 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 $61.1 million, long-term debt of $57.1 million
and proceeds from the sale of stock of $7.6 million, partially offset by the
repayment on long-term debt of $17.9 million and the payment of unit retains of
$10.3 million.

Working capital has increased $21.3 million from $30.3 million at the beginning
of the year to $51.6 million as of May 31, 1999 primarily due to increased
inventories, partially offset by higher short-term debt and higher amounts due
growers.

Capital expenditures for the nine months ended May 31, 1999 were $36.8 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.


YEAR 2000 COMPUTER ISSUES

American Crystal has made extensive efforts to become year 2000 compliant. In
February, 1996, a new computer software package (SAP) was installed which
made most of the company-wide computer systems and its hardware compliant for
the year 2000. This includes software for the financial applications such as
accounts payable, accounts receivable and general ledger as well as costing,
project accounting, sales and distribution, plant maintenance, and production
planning. The payroll and human resources software has also been upgraded to
be year 2000 compliant and running on hardware that is also year 2000
compliant.

                                       9
<PAGE>

Work has also been completed at the factories to ensure the systems and
controls used in the day-to-day production of sugar will not be adversely
effected by year 2000 problems.

A Year 2000 Assessment Team has been formed with representation from various
locations and departments, information services functions as well as two of
American Crystal's associated companies, United Sugars Corporation and
Midwest Agri-Commodities Company. This committee is in the process of
assessing what additional systems the Company uses and if there are any year
2000 compliance problems. The systems that are determined to be non-compliant
will then be examined, risk assessed and action will be taken as deemed
appropriate and necessary.

Year 2000 compliance may also adversely affect the operations and financial
performance of the Company indirectly by causing complications of, or otherwise
affecting, the operations of any one or more of the Company's suppliers and
customers. The Company has begun contacting its significant suppliers and
customers as part of its year 2000 compliance plan. The Company's goal is to
identify any potential year 2000 compliance issues with the enterprises with
whom the Company does business. Although the results of this effort indicate
that many of the Company's customers and suppliers will be year 2000 compliant,
the Company is currently unable to predict the magnitude of the operational and
financial impact on the Company of year 2000 compliance issues with the
Company's suppliers and customers. In the ordinary course of business, the
Company keeps a supply of maintenance parts and supplies and stockpiles of coal,
coke and limerock.

The Company expects to incur (and expense) up to $60,000 during the fiscal year
which began on September 1, 1998 to resolve the remaining year 2000 compliance
issues. The Company also expects to incur up to $148,000 during the current
fiscal year for new software and hardware; those amounts will be capitalized.


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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)    EXHIBITS

          *3(i)     Restated Articles of Incorporation of American Crystal
                    Sugar Company

         **3(ii)    Restated By-laws of American Crystal Sugar Company

        **10(a)     Growers' Contract (5-year Agreement)

         *10(b)     Growers' Contract (Annual Contract)

         *10(c)     Coal Supply Agreement between Registrant and Spring Creek
                    Coal Company, dated August 1, 1986

                                       10
<PAGE>

          *10(d)    Coal Transportation Agreement between Registrant and
                    Northern Coal Transportation Company, dated August 1, 1986

          *10(e)    Beet Loading and Hauling Agreement between Registrant and
                    Transystems, Inc., dated May 18, 1993

          *10(f)    Form of Uniform Member Marketing Agreement between
                    Registrant and United Sugars Corporation, dated January 1,
                    1994

          *10(g)    Trademark License Agreement between Registrant and United
                    Sugars Corporation, dated November 1, 1993

          *10(h)    Uniform Member Marketing Agreement, Pool Basis between
                    Registrant and Midwest Agri-Commodities Company, dated April
                    14, 1992

          *10(i)    Stipulation Agreement between Registrant and State of
                    Minnesota Pollution Control Agency

          *10(j)    Master Agreement between Registrant, United Sugars
                    Corporation, American Federation of Grain Millers, AFL-CIO,
                    CLC, et al

          *10(k)    Loan Agreement between Registrant and St. Paul Bank for
                    Cooperatives, dated December 20, 1993

          *10(l)    Amended and Restated Loan Agreement between Registrant and
                    First Bank National Association, dated November 22, 1993

          *10(m)    Pension Contract and Amendments

          *10(n)    Form of Operating Agreement between Registrant and ProGold
                    Limited Liability Company

          *10(o)    Form of Member Control Agreement between Registrant and
                    ProGold Limited Liability Company

          *10(p)    Administrative Services Agreement between Registrant and
                    ProGold Limited Liability Company

          *10(q)    Uniform Member Marketing Agreement

        **+10(r)    Coal Supply Agreement between Registrant and Spring Creek
                    Coal Company, dated August 25, 1995

        **+10(s)    Coal Transportation Agreement between Registrant and
                    Northern Coal Transportation Company, dated August 25, 1995

        **+10(t)    Gas Sales Contract between Registrant and Coastal Gas
                    Marketing Company, dated as of March 20, 1996

       ***+10(u)    Trademark License Agreement between Registrant and The
                    Pillsbury Company, dated as of April 9, 1997

                                       11
<PAGE>

         ****10(v)  Pledge Agreement between Registrant and First Union Trust
                    Company, N.A.

         ****10(w)  Indemnity Agreement between Registrant, Newcourt Capital USA
                    Inc., Crystech, LLC and Crystech Senior Lender Trust

         ****10(x)  Tolling Services Agreement between Crystech, LLC and
                    Registrant

         ****10(y)  Operations and Maintenance Agreement between Crystech, LLC
                    and Registrant

        ****+10(z)  Limited Liability Company Agreement of Crystech, LLC

         ****10(aa) Employee Agreement with James J. Horvath

          27        Financial Data Schedule

                    * Incorporated by reference from the Company's Registration
                    Statement on Form S-1 (File No. 33-83868), declared
                    effective November 23, 1994.

                    ** Incorporated by reference from the Company's Registration
                    Statement on Form S-1 (File No. 333-11693), declared
                    effective November 13, 1996.

                    *** Incorporated by reference from the Company's
                    Registration Statement on Form S-1 (File No. 333-32251),
                    declared effective October 24, 1997.

                    ****Incorporated by reference from to Company's Annual
                    Report on Form 10-K for fiscal year ended August, 31, 1998.

                    + Certain portions of the exhibit have been granted
                    confidential treatment by the SEC. The omitted portions have
                    been separately filed with the SEC.


          (b)       REPORTS ON FORM 10-K

                    None

                                       12
<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:        JULY      , 1999                 /s/ THOMAS S. ASTRUP
      -------------------------------         ---------------------------------
                                              THOMAS S. ASTRUP
                                              CORPORATE CONTROLLER
                                              DULY AUTHORIZED OFFICER AND
                                               PRINCIPAL FINANCIAL OFFICER