# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

# FORM 10-Q

# [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 2003

OR

# [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file: No. 33-94644

MINN-DAK FARMERS COOPERATIVE
(Exact named of registrant as specified in its charter)

|North Dakota                    |  | 23-7222188          | 
|------------------------------- |  | ------------------- | 
|                                |  |                     | 
|(State or other jurisdiction of |  | (I.R.S. Employer    | 
|Incorporation or organization)  |  | Identification No.) | 
|7525 Red River Road             | 
|Wahpeton, North Dakota          |  | 58075               | 
|                                |  |                     | 
|(Address of principal           |  | (Zip Code)          | 
|executive offices)              | 

| | (701) 642-8411                                                                    | 
| | --------------------------------------------------------------------------------- | 
| |                                                                                   | 
| | (Registrants telephone number, including area code)                              | 
| | Not Applicable                                                                    | 
| |                                                                                   | 
| | (Former name, former address and former fiscal year,if changed since last report) | 

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 by checkmark whether the
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

YES   _________                         
NO   ____X____

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 |  | January 2, 2004 | 
|$250 Par Value        |  | 490             | 

---

Minn-Dak
Farmers Cooperative has previously registered securities for offer and sale pursuant to
the Securities Act of 1933, as amended (the Securities Act). As a result of
that previous registration under the Securities Act, under Sections 15(d) and 13 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), the
Cooperative is obligated to file quarterly reports on form 10-Q, annual reports on Form
10-K and supplemental reports on Form 8-K. However, the Cooperative has not registered any
of its securities under Section 12(g) of the Exchange Act. The Cooperative is exempt from
any obligation to register its securities under the Exchange Act due to the provisions of
Section 12(g)(2)(E), which exempts from Exchange Act registration any security of an
issuer, such as the Cooperative, which is a cooperative association as defined
in the Agricultural Marketing Act of 1929. As a result, those provisions of the Exchange
Act, which are applicable only to securities registered under Section 12 of that act, do
not apply to shares issued by the Cooperative. The provisions, which do not apply to the
Cooperatives shares, include the regulation of proxies under Section 14 of the
Exchange Act and the reporting and other obligations of directors, officers and principal
stockholders under Section 16 of the Exchange Act.

---

MINN-DAK FARMERS COOPERATIVE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

|1. | The condensed consolidated financial statements for the three-month periods
ended November 30, 2003 and 2002 are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim period. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto, together with managements discussion and
analysis of financial condition and results of operations, contained in the
Companys Annual Report to Stockholders previously submitted in the
Companys Annual 10-K for the fiscal year ended August 31, 2003. The
results of operations for the three months ended November 30, 2003 are not
necessarily indicative of the results for the entire fiscal year ending August
31, 2004.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | In August 2003, the company declared a revolvement of the remaining 17% of the
unit retains and allocated patronage for the 1992 crop totaling $1,280,562 and
approximately 75% of the 1993 crop unit retains and allocated patronage totaling
$2,514,906. These amounts were paid to the stockholders on September 29, 2003.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# PART I.   FINANCIAL INFORMATION
ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

# MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)

|                                                     | Three Months EndedNovember 30,
|---------------------------------------------------- | ------------------------------
|
|REVENUE:                                             |                               
|From sales of sugar, co-products, and               
|yeast, net of discounts                              |                               
|Other income                                         |                               
|                                                     |                               
|                                                     |                               
|                                                     |                               
|EXPENSES:                                            |                               
|Production costs of sugar, co-products,              |                               
|and yeast sold                                       |                               
|Marketing (includes freight and storage)             |                               
|General and administrative                           |                               
|Interest                                             |                               
|(Gain) loss on disposition of property and equipment |                               
|                                                     |                               
|                                                     |                               
|                                                     |                               
|NET PROCEEDS RESULTING FROM MEMBER AND               |                               
|NONMEMBER BUSINESS                                   |                               
|                                                     |                               
|DISTRIBUTION OF NET PROCEEDS:                        |                               
|Credited to members' investment:                     |                               
|Components of net income:                            |                               
|Income (loss) from non-member business               |                               
|Patronage income                                     |                               
|                                                     |                               
|Net income                                           |                               
|Unit retention capital                               |                               
|                                                     |                               
|Net credit to members' investment                    |                               
|Payments to members for sugarbeets, net of unit      |                               
|retention capital                                    |                               
|                                                     |                               
|NET PROCEEDS RESULTING FROM MEMBER AND              
|NONMEMBER BUSINESS                                   |                               
|                                                     |                               

See Notes to Consolidated Financial Statements.

---

# CONSOLIDATED BALANCE SHEETS
ASSETS
(In Thousands)

|                                                          | November 30, 2003(Unaudited) |  | August 31, 2003(Audited)
|--------------------------------------------------------- | ---------------------------- |  | ------------------------
|ASSETS                                                    |                              |  |                         
|CURRENT ASSETS:                                           |                              | 
|Cash                                                      |                              |  | $                       
|                                                          |                              |  |                         
|Receivables:                                              |                              | 
|Trade accounts                                            |                              |  |                         
|Growers                                                   |                              |  |                         
|Other                                                     |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|Advances to affiliate                                     |                              |  |                         
|                                                          |                              |  |                         
|Inventories:                                              |                              | 
|Refined sugar, pulp and molasses to be sold              
|on a pooled basis                                         |                              |  |                         
|Nonmember refined sugar                                   |                              |  |                         
|Yeast                                                     |                              |  |                         
|Materials and supplies                                    |                              |  |                         
|Beet and Juice Inventory                                  |                              |  |                         
|Other                                                     |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|Deferred charges                                          |                              |  |                         
|                                                          |                              |  |                         
|Prepaid expenses                                          |                              |  |                         
|                                                          |                              |  |                         
|Current deferred income tax asset                         |                              |  |                         
|                                                          |                              |  |                         
|Total current assets                                      |                              |  |                         
|                                                          |                              |  |                         
|PROPERTY, PLANT AND EQUIPMENT:                            |                              | 
|Land and land improvements                                |                              |  |                         
|Buildings                                                 |                              |  |                         
|Factory equipment                                         |                              |  |                         
|Other equipment                                           |                              |  |                         
|Construction in progress                                  |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|Less accumulated depreciation                             |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|OTHER ASSETS:                                             |                              | 
|Investments restricted for capital lease projects         |                              |  |                         
|Investment in stock of other corporations, unconsolidated
|marketing subsidiaries and other cooperatives             |                              |  |                         
|Other                                                     |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  |                         
|                                                          |                              |  | $                       
|                                                          |                              |  |                         

See Notes to Consolidated Financial Statements.

---

# MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS EQUITY
(In Thousands)

|                                                     | November 30, 2003(Unaudited) |  | August 31, 2003(Audited)
|---------------------------------------------------- | ---------------------------- |  | ------------------------
|
|LIABILITIES AND MEMBERS INVESTMENT                  |                              |  |                         
|CURRENT LIABILITIES:                                 |                              | 
|Short-term notes payable                             |                              |  | $                       
|                                                     |                              |  |                         
|Current portion of long-term debt                    |                              |  |                         
|Current portion of long-term lease                   |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  |                         
|Accounts payable:                                    |                              | 
|Trade                                                |                              |  |                         
|Growers                                              |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  |                         
|Accrued liabilities                                  |                              |  |                         
|                                                     |                              |  |                         
|Total current liabilities                            |                              |  |                         
|LONG-TERM DEBT, NET OF CURRENT PORTION               |                              |  |                         
|OBLIGATION UNDER CAPITAL LEASE                       |                              |  |                         
|LONG TERM DEFERRED TAX LIABILITY                     |                              |  |                         
|OTHER                                                |                              |  |                         
|COMMITMENTS AND CONTINGENCIES                        |                              |  |                         
|                                                     |                              |  |                         
|Total liabilities                                    |                              |  |                         
|                                                     |                              |  |                         
|MINORITY INTEREST IN EQUITY OF SUBSIDIARY            |                              |  |                         
|                                                     |                              |  |                         
|MEMBERS INVESTMENT:                                 |                              | 
|Preferred stock:                                     |                              | 
|Class A  100,000 shares authorized, $105 par value;
|72,200 shares issued and outstanding                 |                              |  |                         
|Class B  100,000 shares authorized, $75 par value;  |                              | 
|72,200 shares issued and outstanding                 |                              |  |                         
|Class C  100,000 shares authorized, $76 par value; 
|72,200 shares issued and outstanding                 |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  |                         
|Common stock, 600 shares authorized, $250 par value;
|issued and outstanding, 490 shares at November 30,  
|2003 and 488 shares at August 31, 2003               |                              |  |                         
|Paid in capital in excess of par value               |                              |  |                         
|Unit retention capital                               |                              |  |                         
|Qualified allocated patronage                        |                              |  |                         
|Nonqualified allocated patronage                     |                              |  |                         
|Retained earnings (deficit)                          |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  |                         
|                                                     |                              |  | $                       
|                                                     |                              |  |                         

See Notes to Consolidated Financial Statements.

---

# MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

|                                                                | Three Months EndedNovember 30,
|--------------------------------------------------------------- | ------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                               
|Income allocated to members' investment                         |                               
|Add (deduct) noncash items:                                     |                               
|Depreciation and amortization                                   |                               
|Equipment disposals  loss                                      |                               
|Net income allocated from unconsolidated marketing subsidiaries |                               
|Deferred income taxes                                           |                               
|Noncash portion of patronage capital credits                    |                               
|Retention of nonqualified unit retains                          |                               
|Minority interest in equity of subsidiaries                     |                               
|Changes in operating assets and liabilities:                    |                               
|Accounts receivable and advances                                |                               
|Inventory and prepaid expenses                                  |                               
|Deferred charges and other assets                               |                               
|Accounts payable, accrued liabilities and other liabilities     |                               
|                                                                |                               
|Net cash (used in)/provided by operating activities             |                               
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |                               
|Proceeds from disposition of property, plant and equipment      |                               
|Capital expenditures                                            |                               
|Investment in stock of other corporations, unconsolidated       |                               
|marketing subsidiaries and other cooperatives                   |                               
|Net proceeds from patronage refunds and equity revolvements     |                               
|Issuance of notes receivable                                    |                               
|Proceeds on notes receivable                                    |                               
|Restricted bond/lease fund investment                           |                               
|                                                                |                               
|Net cash used in investing activities                           |                               
|                                                                |                               
|CASH FLOWS FROM FINANCING ACTIVITIES:                           |                               
|Net proceeds from issuance of short-term debt                   |                               
|Payment of long-term debt                                       |                               
|Payment of financing fees                                       |                               
|Payment of unit retains and allocated patronage                 |                               
|Sale and repurchase of common stock, net                        |                               
|Issuance of stock                                               |                               
|                                                                |                               
|Net cash provided by financing activities                       |                               
|                                                                |                               
|NET INCREASE (DECREASE) IN CASH                                 |                               
|CASH, BEGINNING OF YEAR                                         |                               
|                                                                |                               
|CASH, END OF QUARTER                                            |                               
|                                                                |                               
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:              |                               
|Cash payments for:                                              |                               
|Interest                                                        |                               
|                                                                |                               
|Income taxes, net of refunds                                    |                               
|                                                                |                               

See Notes to Consolidated Financial Statements.

---

MANAGEMENTS DISCUSSION AND ANALYSIS

OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2003 AND NOVEMBER 30, 2002

The following discussion and analysis
relates to the financial condition and results of operations of Minn-Dak Farmers
Cooperative (the Company) for the three months ended November 30, 2003 (the
first quarter of the Companys 2003-2004 fiscal year). The Companys fiscal year
runs from September 1 to August 31.

Any statements regarding future
market prices, anticipated costs, agricultural results, operating results and other
statements that are not historical facts contained in this Quarterly Report on Form 10-Q
are forward-looking statements. The words expect, project,
estimate, believe, anticipate, plan,
intend, could, may, predict and similar
expressions are also intended to identify forward-looking statements. Such statements
involve risks, uncertainties and assumptions, including, without limitation, market
factors, the effect of weather and economic conditions, farm and trade policy, the
available supply of sugar, available quantity and quality of sugarbeets and other factors
detailed elsewhere in this and other Company filings with the Securities and Exchange
Commission. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary materially from those
indicated.

RESULTS FROM OPERATIONS

# Comparison of the three months ended November 30, 2003 and 2002

Revenue for the three months ended
November 30, 2003 decreased $3.4 million from the 2002 period, a decrease of 5.3%. Revenue
from the sale of finished goods increased $7.1 million and Change in Inventories decreased
$8.4.

Revenue from the sales of sugar
increased $3.5 million, or 9.6%, reflecting an 8.0% increase in volume and a 1.6% increase
in the price for sugar. The increase in volume reflects the larger 2003 crop while the
increase in price reflects the impact of the Marketing Allotment provisions of the 2002
Farm Program.

Revenue from pulp and molasses sales
increased $1.1 million or 30.1%, reflecting a 27.2% increase in sales volume and a 2.9%
increase in the average gross selling price. The increase in sales volume was primarily
due to an increased supply of available product for shipment in the marketing pool. This
is a result of normal campaign start-up at some of the other pool member facilities in the
current year vs. the delayed campaign start-up at some of the other pool member facilities
the prior year.

Revenues from yeast sales increased
$0.4 million or 28.8%, reflecting a 37.0% increase in sales volume and an 8.2% decrease in
the average selling price. The average selling price is based upon a formula between
Minn-Dak Yeast Company and Sensient whereby average selling prices to customers along with
average costs of production are taken into account in establishing the price Sensient pays
Minn-Dak Yeast for product. As sales volumes increase or decrease, the efficiencies of
production costs will cause the formula to decrease or increase the selling price.

The other contributing factor to the
change in revenues results from the increase in finished goods inventories. The increase
in the value of finished goods inventories for the three months ended November 30, 2003
amounted to $14.6 million or $8.5 million less than the increase in the value of finished
goods inventories for November 30, 2002. For November 30, 2003 the increase in the value
of sugar inventories was $7.5 million less than the increase of that of the prior year,
and for pulp and molasses $1.2 million less. The decrease in sugar inventory values change
is primarily result of 2002 crop production vs 2001 crop production being an increase of
377,000 cwt vs the 2003 crop vs 2002 crop having a 108,000 cwt decrease in production.

In the consolidated statements of
operations, Expenses section, production costs of sugar, co-products and yeast totaled
$14.7 million, $1.2 million or 8% more than the prior year. The increase is mainly
attributable to normal operations and expense accrual timings when comparing the
three-month period ending November 30, 2002. Marketing costs totaled $7.1 million, $1.8
million or 20.2% less than the prior year. This is primarily due to the large cost of
purchased sugar in 2003, which totaled $2.6 MM more than the first quarter of 2004. In the
section Distribution of Net Proceeds, payments to members for sugarbeets, net of unit
retention capital and unprocessed sugarbeet inventory decreased $2.5 million or 7.3% from
the fiscal

---

year 2003 period. This decrease is a
combination of less sugar being produced during the same time period and a lower estimated
price per pound for the growers sugar during the same time period. For fiscal year
2004 the Company is projecting a payment to growers for sugarbeets totaling $92.5 million,
which is $8.5 million or 8.4% less than the prior fiscal year. The decrease in payments to
members is due to: (1) the result of a 5% decrease in tons of beets delivered by members
versus the prior year, (2) 9% more sugar per ton of the beets delivered versus the prior
year, and (3) 4% less sales pricing on sugar sold. The payment is based upon (i) an
average delivered sugar content of 18.70%, (ii) a total sugarbeet crop to process of 2.3
million tons and (iii) the Companys projected selling price for its sugar, which is
currently estimated to be slightly lower than the previous year.

ESTIMATED FISCAL YEAR 2004 INFORMATION

The agreements between the Company
and its members regarding the delivery of sugarbeets to the Company require payment for
members sugarbeets in several installments throughout the year. As only the final
payment is made after the close of the fiscal year, the first payments to members for
their sugarbeets are based upon the Companys then-current estimates of the financial
results to be obtained from processing the crop and the sale of finished products. This
discussion contains a summary of the Companys current estimates of the financial
results to be obtained from the Companys processing of the 2003 sugar beet crop.
Given the nature of the estimates required in connection with the payments to members for
their sugarbeets, this discussion includes forward-looking statements. These
forward-looking statements are based largely upon the Companys expectations and
estimates of future events; as a result, they are subject to a variety of risks and
uncertainties. Some of those estimates, such as the selling price for the Companys
products and the quantity of sugar produced from the sugar beet crop are beyond the
Companys control. The actual results experienced by the Company may differ
materially from the forward-looking statements contained herein.

The Companys members harvested
2.3 million tons of sugarbeets from the 2003 crop, the second largest crop ever delivered
to the Company. Sugar content of the 2003 crop at harvest was 7% above the average of the
five most recent years. Because of the record size and quality of the crop delivered, the
Companys production of sugar from the 2003 crop sugarbeets is expected to set a new
record for sugar produced. During early October, unseasonably warm temperatures caused
harvest to be halted after main harvest had started. As a result of the Companys
pile management strategy, the beets delivered just prior to the delay of main harvest have
either been processed or are considered to be not at risk at this time. The remaining
beets as of this report are considered to be in average storage condition. This
forward-looking material is based on the Companys expectations regarding the
processing of the 2003 sugarbeet crop; the actual production results obtained by
processing those sugarbeets could differ materially from the Companys current
estimate as a result of factors such as changes in production efficiencies and storage
conditions for the Companys sugarbeets.

Currently, the factory is averaging a
sugarbeet slice rate of 9,060 tons per day, and the ending slice rate is expected to be
near the targeted rate for the fiscal year 2004 plan of 9,300 tons per day. It is believed
that any minor deviation from plan will not have a material detrimental impact to the
bottom line of the Company.

Based upon marketing information
developed by United Sugars Corporation, the Company currently estimates the average net
selling price of the Companys sugar will be less than that of the prior year because
of the volume available for sale (domestic production & foreign imports) relative to
the estimated domestic consumption.

The 2002 farm program contains
marketing allocations that could potentially restrict the companys ability to market
all the sugar it produces. The Company anticipates it will obtain the allocations
necessary for the marketing of substantially all of the 2003 crop.

The Companys initial beet
payment estimate totals $40.83 per ton or $.126063 per harvested/bonus pound of sugar,
with the final beet payment determined in October of 2004.

---

OTHER INFORMATION

Provisions of the current Farm Bill
and existing trade agreements between the U.S. and various foreign countries regulate
domestic and imported sugar sales in the U.S. Currently, imports provide about 12% of the
total domestic consumption of sugar in the U.S., and it is the opinion of the Company and
the sugar industry as a whole that any significant increase in the amount of imported
sugar to the U.S. marketplace will result in serious adverse sugar pricing consequences.
The Company also believes, that should the U.S. Congress pass certain proposed regional or
bi-lateral trade agreements that are currently being negotiated, that those trade
agreements also will represent a serious public policy challenge to itself and the
domestic sugar industry. These proposed agreements are currently being negotiated with
Central American Countries, Australia and Thailand. There could be other proposed
agreements also in the future as the current U.S. Government Administration has started an
initiative to pass any number of regional or bi-lateral trade agreements as an alternative
to GATT should that agreement stall out.

On December 16, 2003,
United States Trade Representatives completed negotiations with four Central
American countries on a trade agreement referred to as the Central American Free
Trade Agreement (CAFTA). The CAFTA agreement includes provisions for
sugar trade between the participating countries and the U.S. The exact details
of the agreements provisions for sugar are not known, but the Company
believes the agreement will provide for additional access to the U.S. market
that, over time (15 years), will nearly double the amount of access available to
these countries currently have. As they become known, the Company will be
analyzing the sugar provisions of the CAFTA agreement to determine if its
Congressional implementation can be supported or whether it is an agreement that
the Company will be forced to oppose.

The recently passed Farm
Bill provides price support provisions for sugar. However, if that price support
program, including the Tariff Rate Quota system for imported sugar, were
eliminated in its entirety, or if the protection the United States price
support program provides from foreign competitors were materially reduced, the
Company could be materially and adversely effected. In such a situation if the
Company were not able to adopt strategies that would allow it to compete
effectively in a greatly changed domestic market for sugar, the adverse affects
could impact the Companys continued viability and the desirability of
grower sugarbeets for delivery to the Company.

The Companys Audit
Committee and Management are working toward meeting all required SEC
documentation, certification and best business practices. As the SEC adopts new
rules and proposes future rules, the Company is positioning itself to continue
being in compliance. The Companys Audit Committee and Management have been
seeking guidance from the SEC and experts in the appropriate areas as needed.

The Company considers its
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to
be its disclosure committee, responsible to the Audit Committee for presenting
material facts relative to the financial statements and how they are to be
disclosed in the SEC filings prior to those filings.

Within the 90 days prior to
the date of this report, the Company carried out an evaluation, under the
supervision and with the participation of the Companys management,
including the Companys Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Companys
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in the Companys periodic SEC filings relating to the Company
(including its consolidated subsidiary).

There were no significant
changes in the Companys internal controls or in other factors that could
significantly affect these internal controls subsequent to the date of our most
recent evaluation.

LIQUIDITY AND CAPITAL RESOURCES

Because the Company
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 sugarbeet crops to the Company and are net of unit retains and
patronage allocated to them, all three of which 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. However, because sugar
is sold throughout the year (while sugarbeets are processed primarily between
September and April) 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 financing has
been provided by Co-Bank (the Bank). The Company has a short-term
line of credit with the Bank for calendar years 2003 and 2004 of $45.0 million,
of which $1.0 million is currently available for a letter of credit. The
seasonal line of credit is scheduled for renewal in May 2004.

The loan agreements between the Bank
and the Company obligate the company to maintain the following financial covenants, and in
accordance with GAAP:

| |  | Maintain
working capital of not less than $9.0 million as of August 31, 2004.
|- |  | -----------------------------------------------------------------------------

| |  | Maintain
a long-term debt and capitalized leases to equity ratio of not greater than .8:1.
|- |  | ------------------------------------------------------------------------------------------

| |  | Maintain
available cashflow to current long-term debt ratio as defined in the agreement of not
less than 1.25:1.
|- |  | ----------------------------------------------------------------------------------------------------------------

As of November 30, 2003 the Company
was in compliance with its loan agreement covenants with the Bank Working Capital as of
November 30, 2003 totals $24.5 million compared to $17.8 million at August 31, 2003, an
increase of $6.7 million for the period. Increased working capital is a result of normal
financing, operational and capital expenditure activities of the Company.

The targeted working capital for
August 31, 2004 is approximately $12.6 million dollars and, in the Companys opinion,
will be attained.

The primary factor for the changes in
the Companys financial condition for the three months ended November 30, 2003 was
due to the seasonal needs of the 2003/2004 sugarbeet-processing season. The cash used to
provide for operations of $31.5 million and for investing activities of $.2 million was
funded through cash flow financing activities, and a reduction in cash. The net cash
provided through financing activities of $30.2 million was primarily provided through
proceeds from the issuance of short-term debt of $31.4 million; offset by payment of
long-term debt of $1.2 million.

|                         
|-------------------------
|
|                         
|Long-Term Debt           
|                         
|Capital Lease Obligations
|                         
|Operating Leases         
|                         
|Unconditional            
|Purchase Obligations     
|                         
|Other Long-Term          
|Obligations              
|                         
|Total Contractual Cash   
|Obligations              
|                         

Capital expenditures for the three
months ended November 30, 2003 totaled $.4 million. Capital expenditures for fiscal year
2004 are currently estimated at $5.5 million excluding a multi-year steam dryer addition
listed below.

In fiscal year 2002 the board of
directors approved a $9.3 million capital expenditure project for the installation of a
pulp steam dryer. The company obtained tax -exempt bonds to finance this project. The
steam dryer was completed and ready for use at the start of the 2003-04 season, and is
currently operating close to rated capacity.

---

PART II. OTHER INFORMATION

Item 1.   Legal
Proceedings None

Item 2.   Changes
in Securities None

Item 3.   Defaults
upon Senior Securities None

Item 4.   Submission
of Matters to a Vote of Security Holders None

Item 5.   Other
Information None

Item 6.   Exhibits
and Reports on Form 8-K

|a) |  | Exhibits
|-- |  | --------

| | Item #31.1      Section 302 Certification of the President & Chief Executive Officer
| | ------------------------------------------------------------------------------------

| | Item #31.2      Section 302 Certification of the Executive Vice President & Chief Financial
Officer
| | ---------------------------------------------------------------------------------------------------

| | Item #31.3      Section 302 Certification of the Controller & Chief Accounting Officer
| | --------------------------------------------------------------------------------------

| | Item #32.1      Section 906 Certification of the Chief Executive Officer and Chief Financial
Officer
| | ----------------------------------------------------------------------------------------------------

|b) |  | Reports on Form 8-K
|-- |  | -------------------

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

On
October 16, 2003 the Company announced that the board of directors, following the
completion of the August 31, 2003 audit, had approved the final payment for the 2002 crop
of $42.33 per ton of beets harvested (14.570881 cents per pound of sugar). The Board of
Directors also declared and allocated to shareholders of record, for the 2002 crop,
non-qualified allocated patronage totaling $4,767,872 or $2.00 per ton of beets
harvested.

On
October 28, 2003 the Company announced that the board of directors, following the review
and approval of the 2003-crop business plan, had determined that the beet payment
estimate for the 2003 crop will be $40.83 per ton.

On
December 12th, 2003, the Company announced that at its annual meeting of
shareholders, held December 9th, 2003, two new members were elected to
Minn-Dak Farmers Cooperatives board of directors. Alton Theede, representing
District #1, was elected to replace outgoing director Jerry Meyer. In District #5, Brent
Davison was elected to fill the vacancy left by the resignation of director Jack Lacey.
Also re-elected to the board were incumbents Chuck Steiner from District #6 and Doug
Etten representing District #8. Both were running unopposed.

---

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.

|      |                  |  | MINN-DAK FARMERS COOPERATIVE(Registrant)                             
|----- | ---------------- |  | ---------------------------------------------------------------------
|Date: | January 14, 2004 |  | /s/   DAVID H. ROCHE                                                 
|      |                  |  |                                                                      
|      |                  |  | David H. RochePresident and Chief Executive Officer                  
|Date: | January 14, 2004 |  | /s/   STEVEN M. CASPERS                                              
|      |                  |  |                                                                      
|      |                  |  | Steven M. CaspersExecutive Vice President and Chief Financial Officer



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