UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  FORM 10-Q  xQuarterly report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934For the period ended May 31, 2001 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. Employerincorporation or
  organization)
  Identification No.)101 North Third StreetMoorhead, 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. YESx
  
  NOo
  Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date. Outstanding atClass of Common Stock
  July 11, 2001$10 Par Value
  3,135
    AMERICAN CRYSTAL SUGAR COMPANY

FORM 10-Q

INDEX

PART I
  FINANCIAL INFORMATIONITEM 1.
  FINANCIAL STATEMENTSBALANCE SHEETSSTATEMENTS OF OPERATIONSSTATEMENTS OF CASH FLOWSNOTES TO THE
  FINANCIAL STATEMENTSITEM 2.
  MANAGEMENT'S DISCUSSION AND ANALYSISOF RESULTS OF
OPERATIONS AND FINANCIAL
  CONDITIONPART II
  OTHER INFORMATIONITEM 1.
  LEGAL PROCEEDINGSITEM
  4.
  SUBMISSION
  OF MATTERS TO A VOTEOF
  SECURITY HOLDERSITEM 6.
  EXHIBITS AND
  REPORTS ON FORM 8-KSIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN
CRYSTAL SUGAR COMPANYBalance Sheets
(Unaudited)
(Dollars in Thousands)



ASSETSMay 31
  August 31,2001
  2000
  2000*Current
  Assets:Cash and Cash Equivalents
  $26
  $3,231
  $70,124Accounts Receivable:Trade
  67,681
  50,760
  49,489Members
  3,230
  1,045
  1,063Other
  889
  2,938
  3,230Advances to Related Parties
  5,944
  4,314
  9,219Inventories
  274,488
  276,806
  147,935Prepaid Expenses
  5,522
  3,506
  4,363Total Current Assets
  357,780
  342,600
  285,423Property
  and Equipment:Land
  31,179
  26,267
  27,616Buildings and Equipment
  831,624
  797,047
  825,047Construction-in-Progress
  7,088
  18,771
  6,676Less: Accumulated Depreciation
  (511,285)
  (474,938)
  (477,868)Net
  Property and Equipment
  358,606
  367,147
  381,471Other
  Assets:Investments in CoBank
  15,676
  15,135
  15,135Investments in Marketing Cooperatives
  3,352
  3,219
  3,219Investments in ProGold Limited Liability
  Company
  38,559
  36,542
  36,867Investments in Crystech, LLC
  1,489
  1,494
  1,630Notes Receivable - Crystech, LLC
  13,905
  13,905
  13,905Other Assets
  2,029
  4,143
  2,069Total
  Other Assets
  75,010
  74,438
  72,825Total
  Assets
  $791,396
  $784,185
  $739,719* Derived from
audited financial statements.

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






LIABILITIES AND MEMBERS' INVESTMENTSMay 31
  August 31,
  2000*2001
  2000Current
  Liabilities:Short-Term Debt
  $134,264
  $127,452
  $103,376Current Maturities of Long-Term Debt
  18,930
  18,925
  18,925Accounts Payable:Trade
  5,211
  5,853
  19,895Other
  1,865
  3,556
  6,396Advances due to Related Parties
  5,786
  6,656
  8,845Accrued Continuing Costs (see note 3)
  93,220
  58,791
  -Other Current Liabilities
  16,064
  18,935
  18,984Amounts Due Members
  52,806
  51,635
  53,666Total
  Current Liabilities
  328,146
  291,803
  230,087Long-Term
  Debt, Excluding Current Maturities
  200,306
  231,210
  230,905Deferred
  Income Taxes
  1,982
  1,900
  1,920Other
  Liabilities
  25,226
  31,592
  27,477Total
  Liabilities
  555,660
  556,505
  490,389Members'
  Investments:Preferred Stock
  38,275
  38,275
  38,275Common Stock
  31
  30
  30Additional Paid-in Capital
  137,236
  130,969
  131,071Unit Retains
  97,241
  97,054
  116,216Accumulated Other Comprehensive
  Income/(Loss)
  (655)
  (4,088)
  (655)Retained Earnings/(Deficit)
  (36,392)
  (34,560)
  (35,607)Total
  Members' Investments
  235,736
  227,680
  249,330Total
  Liabilities and Members' Investments
  $791,396
  $784,185
  $739,719* Derived from
audited financial statements.

AMERICAN
CRYSTAL SUGAR COMPANYStatements of Operations
(Unaudited)
(Dollars in Thousands)






For
  the Nine Months Ended

  For
  the Three Months EndedMay 31
  May 312001
  2000
  2001
  2000Net Revenue
  $638,444
  $564,774
  $222,202
  $178,967Cost of Product Sold
  64,979
  31,131
  51,495
  51,745Gross Proceeds
  573,465
  533,643
  170,707
  127,222Selling, General &
  Administrative Expenses
  128,549
  118,928
  45,956
  36,625Accrued Continuing Costs (see note
  3)
  93,220
  58,791
  28,465
  (16,886)Operating Proceeds
  351,696
  355,924
  96,286
  107,483Other Income (Expense)Interest Income
  2,503
  2,036
  615
  904Interest Expense
  (16,159)
  (17,018)
  (5,227)
  (6,841)Other Income (Expense), Net
  1,406
  627
  739
  85Other Income (Expense)
  (12,250)
  (14,355)
  (3,873)
  (5,852)Proceeds before Income Taxes
  339,446
  341,569
  92,413
  101,631Income Taxes (Provision)
  (67)
  (78)
  (28)
  (26)Net Proceeds Resulting from    Member and Non-Member Business
  $339,379
  $341,491
  $92,385
  $101,605Distribution of Net Proceeds:Credited/(Charged) to Members' Investments:Non-Member Business Income/(Loss)
  $(785)
  $(832)
  $(87)
  $92Unit Retains Declared to Members
  -
  -
  -
  -Equity Retention Declared to Members
  -
  -
  -
  -Net Credit/(Charge) to Members'
  Investments
  (785)
  (832)
  (87)
  92Payments to/due Members for
  Sugarbeets,   Net of Unit Retains Declared
  312,833
  342,323
  92,624
  101,513Payment
  to/due Members for PIK   Certificates, Net of Equity
  Retention Declared
  27,331
  -
  (152)
  -Total
  $339,379
  $341,491
  $92,385
  $101,605American
Crystal Sugar CompanyStatements of Cash Flows
(Unaudited)
(In Thousands)






For the Nine Months EndedMay 312001
  2000Cash
  Provided By (Used In) Operations:Net Proceeds Resulting from Member and
  Non-Member Business
  $339,379
  $341,491Payments to Members for Sugarbeets, Net
  of Unit Retains Declared
  (312,833)
  (342,323)Payments to Members for PIK Certificates,
  Net of Equity      Rentention Declared
  (27,331)
  -Add (Deduct) Non-Cash Items:Depreciation and Amortization
  37,960
  33,536(Income) Loss from Equity Method
  Investees
  (1,735)
  (819)(Gain) Loss on the Disposition of
  Property and Equipment
  747
  565Non-Cash Portion of Patronage Dividend
  from Banks for        Cooperatives
  (541)
  292Deferred Gain Recognition
  (148)
  (148)Changes in Assets and Liabilities:Receivables
  (18,018)
  21,149Inventories
  (231,598)
  (164,848)Prepaid Expenses
  (1,158)
  (1,225)Advances to Related Parties
  216
  24,761Accounts Payable
  (19,215)
  (16,849)Accrued Continuing Costs
  93,220
  58,791Other Liabilities
  (1,573)
  2,671Amounts Due Members
  (860)
  15,937Net Cash (Used In) Operations
  (143,488)
  (27,019)Cash
  Provided By (Used In) Investing Activities:Purchases of Property and Equipment
  (15,591)
  (24,980)Proceeds from the Sale of Property and Equipment
  6
  590Investments in Crystech LLC
  -
  (47)Notes Receivable - Crystech LLC
  -
  (2,022)Changes in Other Assets
  (18)
  1,970Net
  Cash (Used In) Investing Activities
  (15,603)
  (24,489)Cash
  Provided By (Used In) Financing Activities:Net Proceeds (Payments) on Short-Term
  Debt, Net
  132,396
  67,272Proceeds from Long-Term Debt
  8,415
  17,000Long-Term Debt Repayment
  (39,009)
  (18,915)Proceeds from Sale of Stock
  6,166
  7,021Payment of Unit Retains
  (18,975)
  (19,795)Net
  Cash Provided by Financing Activities
  88,993
  52,583Increase
  (Decrease) In Cash and Cash Equivalents
  (70,098)
  1,075Cash
  and Cash Equivalents, Beginning of Year
  70,124
  2,156Cash
  and Cash Equivalents, End of Period
  $26
  $3,231Supplemental Schedule of Non-Cash Financing Activities:On September 30, 2000, the Company
forfeited sugar in satisfaction of the Commodity Credit 
   Corporation loans of $105.3 million
including accrued interest of $3.8 million.

AMERICAN
CRYSTAL SUGAR COMPANYNOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 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 nine month
period ended May 31, 2001 are not necessarily indicative of the results that
may be expected for the year ended August 31, 2001.

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, 2000.

Certain reclassifications have been made
to the May 31, 2000 financial statements to conform with the May 31, 2001
presentation.

Note 2:  Inventories

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

05/31/01
  05/31/00
  8/31/00Refined Sugar, Pulp,
  Molasses, Other Agri-Products and Sugar Beet Seed
  $256,855
  $258,062
  $126,545Unprocessed Sugarbeets
  -
  -
  3,402Maintenance Parts & Supplies
  17,633
  18,744
  17,988Total Inventories
  $274,488
  $276,806
  $147,935

Sugar, pulp, molasses and other
agri-products 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 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.

Note
4:  Members' Investments

Par
  Value
  Shares
  
  Authorized
  Shares
  Issued & OutstandingPreferred Stock:July 11, 2001
  $76.77
  600,000
  498,570May 31, 2001
  $76.77
  600,000
  498,570August 31, 2000
  $76.77
  600,000
  498,570May 31, 2000
  $76.77
  600,000
  498,570Common Stock:July 11, 2001
  $10.00
  4,000
  3,135May 31, 2001
  $10.00
  4,000
  3,135August 31, 2000
  $10.00
  4,000
  3,006May 31, 2000
  $10.00
  4,000
  2,955

Note
5:  Interest Paid

Interest
paid, net of amounts capitalized, was $16.1 million and $14.3 million for the
nine months ended May 31, 2001 and 2000, respectively.

Note 6: Short-Term Debt

As
of May 31, 2001, the company had outstanding
commercial paper of $134.3 million at an average interest rate of 4.61% and
maturity dates between June 1, 2001 and October 25, 2001.

As of May 31, 2000, the company had
outstanding non-recourse loans with the CCC totaling $102.5 million, against
which 4.5 million hundredweight of sugar was pledged as collateral. The loans
had an average interest rate of 7.14% with a maturity date of September 30,
2000. The Company also had outstanding commercial paper, as of May 31, 2000, of
$25.0 million at an average interest rate of 6.52% and maturity dates between
June 13, 2000 and November 1, 2000.

Item 2.Management's
Discussion and Analysis of Results of Operations and Financial Condition For
the Nine months and Three months Ended May 31, 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 2000 Form 10-K.

Comparison of the Nine months Ended May 31, 2001 and 2000

Revenue
for the nine months ended May 31, 2001, was $638.4 million, an increase of
$73.7 million from 2000.  Revenue from
total sugar sales increased 13.2 percent which reflects the proceeds from the
forfeiture of sugar to the Commodity Credit Corporation (CCC) this year, an 8.9
percent increase in hundredweight sold, partially offset by an 8.3 percent
decrease in the average selling price per hundredweight.  Revenue from pulp sales increased 11.1
percent due to a 2.0 percent increase in the volume of pulp sold and an 8.9
percent increase in the average selling price per ton.  Revenue from molasses sales decreased 43.1
percent due to a 55.9 percent decrease in the volume of molasses sold partially
offset by a 28.9 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 60.3 percent due to a 24.3 percent increase in sales volume
and a 28.9 percent increase in the average selling price per ton.  The decrease in sales volume of molasses and
the increase in sales volume of CSB are primarily the result of the Crystech,
LLC molasses desugarization facility at Hillsboro, North Dakota, which became
operational on February 1, 2000.

Cost
of product sold, for the nine months ended May 31, 2001, exclusive of payments
for sugarbeets, increased $33.8 million as compared to the same period in 2000.
Direct processing costs for sugar and pulp increased 11.7 percent due to
processing 3.2 percent more sugarbeets, higher costs for natural gas and nine
months this year versus four months last year of tolling charges from Crystech,
LLC.  Fixed and committed expenses
decreased .4 percent reflecting lower maintenance costs.  The cost associated with sugar purchased to
meet customer needs was down $20.1 million due to no such activity during the
first nine months of fiscal 2001. 
Change in inventories impacted the cost of product sold unfavorably by
$39.4 million in the first nine months of fiscal 2001 as compared to fiscal
2000 due primarily to the forfeiture of sugar to the CCC partially offset by
increased sugar production.

Selling,
General and Administrative expenses for the nine months ended May 31, 2001
increased $ 9.6 million from 2000. 
Selling expenses increased $ 9.5 million due to increased sugar sales
volume.  General and Administrative
expenses increased $ .1 million compared with 2000.

The
increase 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
income increased $ .5 million in fiscal 2001 primarily due to a higher average
balance of investments partially offset by slightly lower rates.

Interest
expense decreased $ .8 million from last year primarily due to lower long-term
and short-term interest rates and lower average borrowing levels.

Non-member
activities were comparative, with both years resulting in a loss of $ .8
million for the nine months ended May 31. The losses in both fiscal years were
comprised mainly of activities related to the investment in ProGold, LLC.

Comparison of the Three months Ended May 31, 2001 and 2000

Revenue
for the three months ended May 31, 2001, was $222.2 million, an increase of
$43.2 million from 2000.  Revenue from
total sugar sales increased 21.1 percent reflecting a 30.9 percent increase in
hundredweight sold partially offset by a 7.5 percent decrease in the average
selling price per hundredweight. 
Revenue from pulp sales increased 73.3 percent due to a 48.9 percent
increase in the volume of pulp sold and a 16.4 percent increase in the average
selling price per ton.  Revenue from
molasses sales decreased 16.9 percent due to a 33.8 percent decrease in the
volume of molasses sold partially offset by a 25.6 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 77.1 percent due to a 22.7 percent
increase in sales volume and a 44.4 percent increase in the average selling
price per ton.  The decrease in sales
volume of molasses and the increase in sales volume of CSB are primarily the
result of the Crystech, LLC molasses desugarization facility at Hillsboro,
North Dakota, which became operational on February 1, 2000.

Cost
of product sold, for the three months ended May 31, 2001, exclusive of payments
for sugarbeets, decreased $ .3 million as compared to the same period in 2000.
Direct processing costs for sugar and pulp decreased 5.8 percent primarily due
to lower tolling charges for the quarter from Crystech, LLC and lower beet
disposal costs partially offset by higher costs for natural gas.  Fixed and committed expenses increased 1.8
percent compared to the same period in 2000 due to increased depreciation and
maintenance costs.  The cost associated
with sugar purchased to meet customer needs was down $5.1 million due to no
such activity during the current quarter. 
Change in inventories impacted the cost of product sold unfavorably by
$5.7 million.

Selling,
General and Administrative expenses for the three months ended May 31, 2001
increased $9.3 million from the same period in 2000.  Selling expenses increased $8.9 million due to the increased
volume of sugar sold. General and Administrative expenses increased $ .4
million compared with last year primarily due to general cost increases.

The
increase 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
income decreased $ .3 million in fiscal 2001 primarily due to a lower average
balance of investments during this quarter.

Interest
expense decreased $1.6 million primarily due to lower long-term and short-term
interest rates and lower average borrowing levels.

Non-member
activities resulted in a loss of $ .1 million for the three months ended May
31, 2001 as compared to an income of $ .1 million for the same period last
year. The loss in 2001 is comprised mainly of activities related to the
investment in ProGold, LLC.

Current Market Trends

The domestic sugar market is currently
experiencing an oversupply of refined sugar. 
This oversupply is the result of several factors. First, the trade
agreements between the United States and the World Trade Organization (WTO)
require imports of sugar, regardless of the domestic supply situation, from
approximately 40 foreign nations that produce and export sugar. Second, sugar
is currently entering the United States from Canada, over and above the WTO
minimum, in the form of stuffed molasses. 
Stuffed molasses is molasses that contains an extremely high
percentage of sugar.  Once the stuffed
molasses reaches the United States, it is run through a desugarization process
that separates the liquid sugar from the molasses. The liquid sugar is then
sold in the domestic market. Third, Mexico, under the North American Free Trade
Agreement (NAFTA), will be allowed to export 2.5 million hundredweight of sugar
into the United States during 2001 on a tariff free basis.  Finally, the United States currently holds a
significant inventory of sugar as a result of forfeitures by domestic sugar
processors. Due to these factors, the supply of refined sugar currently exceeds
the domestic demand for refined sugar in the United States.  This excess supply has resulted in a decline
in domestic sugar prices.  Lower sugar
prices adversely impact the profitability of selling refined sugar in the
United States, resulting in a direct adverse impact on the Company and its
members.

Liquidity
and Capital Resources

Under the Companys Bylaws and Grower
Contracts, payments for member delivered sugarbeets, the Companys principal
raw material, are subordinated to all member business expenses.   Cash payments to members are spread over a
period of approximately one-year following delivery of their sugarbeet crops to
the Company.  All unpaid portions remain
available to meet the Company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. Because sugar is sold throughout the year (while
sugarbeets are processed primarily in the fall, winter and spring) 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 CoBank, ACB. The Company has a long-term debt commitment with CoBank of
$158.3 million against which the Company had borrowed $118.3 million. 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, a term
loan with US Bank of $2.0 million, a term loan with Bank of North Dakota of
$6.4 million, and $42.5 million from nine separate issuances of Pollution Control and Industrial Development
Revenue Bonds.  The Company also
has a seasonal line of credit with CoBank, ACB of $180 million that
includes a line of credit with Wells Fargo Bank for $3 million and any
amounts obtained through issuance of instruments in its commercial paper
program. The Companys commercial paper program provides short-term borrowings
of up to $150 million.

On March 31, 2001, the Company entered
into new Term and Seasonal loan agreements with CoBank, ACB. The various loan
agreements between CoBank, ACB and the Company obligate the Company to maintain
or achieve certain amounts of working capital and certain financial ratios and
impose restrictions on the Company.  As
of May 31, 2001, the Company was in compliance with its loan agreements.

The change in the Companys financial
condition from August 31, 2000 to May 31, 2001 is primarily due to normal
business seasonality.  The first nine
months of the Companys fiscal year includes the completion of the sugarbeet
harvest, the processing campaign, and the initial payments to members for
delivered sugarbeets.  The cash used in
operations of $143.5 million and investing activities of $15.6 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 long-term and
short-term debt of $140.8 million, and proceeds from the installment sale of
stock of $6.2 million partially offset by the payment of the unit retains of
$19.0 million and long-term debt repayment of $39.0 million.

Working capital has decreased $25.7
million from $55.3 million at the beginning of the year to $29.6 million as of
May 31, 2001 primarily due to reductions of long-term debt and increases in
payables partially offset by increased inventories.  Working capital as of May 31, 2001 was $29.6 million, a decrease
of $21.2 million when compared to $50.8 million of working capital as of May
31, 2000.

Capital
expenditures for the nine months ended May 31, 2001 were $15.6 million as
compared to $25.0 million for the same period in 2000. The Company had
outstanding commitments totaling $5.8 million as of May 31, 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.

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

None

Item 6. Exhibits and Reports on
Form 8-K

(a) Exhibits

Item
  No.
  
  
  Method
  of Filing3.1
  Restated
  Articles of Incorporation of American Crystal Sugar Company
  
  Incorporated
  by reference to Exhibit 3(i) from the Companys Registration Statement on
  Form S-1 (File No. 33-83868), declared effective November 23, 1994.3.2
  Restated
  By-laws of American Crystal Sugar Company
  
  Incorporated
  by reference to Exhibit 3(ii) from the Companys Registration Statement on
  Form S-1 (File No. 333-11693), declared effective November 13, 1996.4.1
  Restated
  Articles of Incorporation of American Crystal Sugar Company
  
  See
  Exhibit 3.14.2
  Restated
  By-laws of American Crystal Sugar Company
  
  See
  Exhibit 3.210.1
  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
  Uniform
  Member Marketing Agreement, Pool Basis between Registrant and Midwest
  Agri-Commodities Company, dated April 14, 1992
  
  Incorporated
  by reference to Exhibit 10(m) from the Companys Registration Statement on
  Form S-1 (File No. 33-83868), declared effective November 23, 1994.10.3
  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, 1994.10.4
  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, 1994.10.5
  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, 1994.10.6
  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, 1994.10.7
  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, 1994.10.8
  Uniform
  Member Marketing Agreement
  
  Incorporated
  by reference to Exhibit 10(x) from the Companys Registration Statement on
  Form S-1 (File No. 33-83868), declared effective November 23, 1994.+10.9
  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.+10.10
  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.+10.11
  Gas
  Sales Contract between Registrant and Coastal Gas Marketing Company, dated as
  of March 20, 1996
  
  Incorporated
  by reference to Exhibit 10(aa) from the Companys Registration Statement on
  Form S-1 (File No. 333-11693), declared effective November 13, 1996.+10.12
  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, 1997.10.13
  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, 1998.10.14
  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, 1998.10.15
  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, 1998.10.16
  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.++10.17
  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, 1998.10.18
  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, 199910.19
  Uniform
  Member Beet Sugar Marketing Agreement
  
  Incorporated
  by reference to Exhibit 10.23 from the Companys Annual Report on Form 10-K
  for the year ended August 31, 199910.20
  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, 199910.21
  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, 199910.22
  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, 199910.23
  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, 199910.24
  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, 200010.25
  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, 200010.26
  Long Term Incentive Plan, dated September 1, 1995
  
  Incorporated
  by reference to Exhibit 10.30 from the Companys Annual Report on Form 10K
  for the year ended August 31, 200010.27
  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, 200010.28
  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, 200110.29
  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, 200110.30
  Term and Seasonal Loan Agreements between the
  Registrant and CoBank, ACB dated March 31, 2001
  
  Filed
  herewith electronically21.1
  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, 199923.1
  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, 2000+           Portions
of the Exhibit have been granted confidential treatment by the Commission. The
omitted portions have been filed separately with the Commission.

++         Portions
of the Exhibit have been deleted from the publicly filed document and have been
filed separately with the Commission pursuant to a request for confidential
treatment.

(b) Reports on Form 8-K

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

(i)
  Current
  Report on Form 8-K, dated March 30, 2001, under item 9 reporting projected
  gross beet payment increase.(ii)
  Current
  Report on Form 8-K, dated May 24, 2001, under item 9 reporting projected
  gross beet payment increase.

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 11, 2001
  
  /s/
  Brian IngulsrudBrian
  IngulsrudCorporate
  Controller,Chief
  Accounting OfficerDuly
  Authorized Officer