================================================================================


                                  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: FEBRUARY 28, 2003


                                       OR

          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE
                         SECURITES 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                                                     Outstanding at
              Class of Common Stock                  April 10, 2003
              ---------------------                  --------------
                 $250 Par Value                            487


<PAGE>


         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 six month periods
     ended February 28, 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,
     2002. The results of operations for the six months ended February 28, 2003
     are not necessarily indicative of the results for the entire fiscal year
     ending August 31, 2003.

2.   In August 2002, the company declared a revolvement of 46% of the unit
     retains and allocated patronage for the 1992 crop totaling $3,333,326. That
     amount was paid to the stockholders on September 27, 2002.


<PAGE>


                          MINN-DAK FARMERS COOPERATIVE
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   FEBRUARY 28,       AUGUST 31,
                                                                       2003             2002
ASSETS                                                             (UNAUDITED)        (AUDITED)
                                                                    ----------        ---------
<S>                                                                 <C>               <C>
CURRENT ASSETS:
   Cash                                                             $      30         $     757
                                                                    ---------         ---------

   Current portion of long-term note receivable                             3                 3
                                                                    ---------         ---------
   Receivables:
     Trade accounts                                                    14,234            13,086
     Growers                                                                0             4,157
                                                                    ---------         ---------
                                                                       14,234            17,243
                                                                    ---------         ---------

   Advances to affiliate                                                  848               135
                                                                    ---------         ---------
   Inventories:
     Refined sugar, pulp and molasses to be sold
       on a pooled basis                                               59,336            19,072
     Nonmember refined sugar                                              629                56
     Yeast                                                                114               125
     Materials and supplies                                             5,358             5,796
     Beet and Juice Inventory                                          23,915                 0
     Other                                                                  0                 0
                                                                    ---------         ---------
                                                                       89,352            25,049
                                                                    ---------         ---------
   Deferred charges                                                       310             1,085
                                                                    ---------         ---------
   Prepaid expenses                                                     1,180             1,278
                                                                    ---------         ---------
   Property and equipment available for sale                              200               200
                                                                    ---------         ---------

       Total current assets                                           106,157            45,749
                                                                    ---------         ---------

PROPERTY, PLANT AND EQUIPMENT:
   Land and land improvements                                          21,847            21,734
   Buildings                                                           36,109            36,087
   Factory equipment                                                  114,389           114,062
   Other equipment                                                      3,291             3,311
   Construction in progress                                             4,168             2,333
                                                                    ---------         ---------
                                                                      179,804           177,528
     Less accumulated depreciation                                    (79,658)          (76,510)
                                                                    ---------         ---------
                                                                      100,146           101,018
                                                                    ---------         ---------
LONG-TERM NOTES RECEIVABLE, NET OF
  CURRENT PORTION                                                         190               238
                                                                    ---------         ---------

OTHER ASSETS:
   Investments restricted for capital lease projects                    9,335            11,063
   Investment in stock of other corporations, unconsolidated
     marketing subsidiaries and other cooperatives                     12,630            12,574
   Deferred income taxes                                                    0                 0
   Other                                                                1,075               931
                                                                    ---------         ---------
                                                                       23,041            24,569
                                                                    ---------         ---------

See Notes to Consolidated Financial Statements.                     $ 229,534         $ 171,573
                                                                    =========         =========
</TABLE>


<PAGE>


                          MINN-DAK FARMERS COOPERATIVE
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            FEBRUARY 28,       AUGUST 31,
                                                                               2003              2002
                                                                            (UNAUDITED)        (AUDITED)
                                                                             ---------         ---------
LIABILITIES AND MEMBERS' INVESTMENT
<S>                                                                          <C>               <C>
CURRENT LIABILITIES:
      Short-term notes payable                                               $  50,964         $  11,795
                                                                             ---------         ---------

      Current portion of long-term debt                                          3,600             3,600
      Current portion of long-term lease                                           905               860
                                                                             ---------         ---------
                                                                                 4,505             4,460
      Accounts payable:
          Trade                                                                 (4,172)            4,808
          Growers                                                               27,283            10,167
                                                                             ---------         ---------
                                                                                23,111            14,975
                                                                             ---------         ---------

      Accrued liabilities                                                        3,937             2,871
                                                                             ---------         ---------

              Total current liabilities                                         82,517            34,101

LONG-TERM DEBT, NET OF CURRENT PORTION                                          31,900            34,300

OBLIGATION UNDER CAPITAL LEASE                                                  21,915            22,820

OTHER                                                                            1,845             1,951

COMMITTMENTS AND CONTINGENCIES                                                       0                 0
                                                                             ---------         ---------

              Total liabilities                                                138,178            93,173
                                                                             ---------         ---------

MINORITY INTEREST IN EQUITY OF SUBSIDIARY                                        1,477             1,489
                                                                             ---------         ---------

MEMBERS' INVESTMENT:
      Preferred stock:
          Class A - 100,000 shares authorized, $105 par value;
            72,200 shares issued and outstanding                                 7,581             7,581
          Class B - 100,000 shares authorized, $75 par value;
            72,200 shares issued and outstanding                                 5,415             5,415
          Class C - 100,000 shares authorized, $76 par value;
            72,200 shares issued and outstanding                                 5,487             5,487
                                                                             ---------         ---------
                                                                                18,483            18,483
      Common stock, 600 shares authorized, $250 par value; issued and
        outstanding, 490 shares at February 28,
        2003 and 488 shares at August 31, 2002                                     123               122
      Paid in capital in excess of par value                                    32,094            32,094
      Unit retention capital                                                     5,840             5,868
      Qualified allocated patronage                                              2,897             2,911
      Nonqualified allocated patronage                                          28,371            15,858
      Retained earnings (deficit)                                                2,071             1,576
                                                                             ---------         ---------
                                                                                89,879            76,912
                                                                             ---------         ---------

See Notes to Consolidated Financial Statements.                              $ 229,534         $ 171,573
                                                                             =========         =========
</TABLE>


<PAGE>


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

                          MINN-DAK FARMERS COOPERATIVE
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                  FEBRUARY 28,            FEBRUARY 28,
                                                              --------------------    --------------------
                                                                2003        2002        2003        2002
                                                              --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>
REVENUE:
      From sales of sugar, co-products, and
        yeast, net of discounts                               $ 65,777    $ 67,500    $130,795    $122,028
      Other income                                                 206         284         400         320
                                                              --------    --------    --------    --------
                                                                65,983      67,784     131,195     122,348
                                                              --------    --------    --------    --------

EXPENSES:
      Production costs of sugar, co-products,
        and yeast sold                                          16,033      14,192      29,569      26,802
      Marketing (includes freight and storage)                   7,616       5,357      16,541      11,796
      General and administrative                                 1,534       1,404       2,937       2,735
      Interest                                                   1,057       1,053       1,970       1,958
      (Gain) loss on disposition of property and equipment          (2)         12          67          11
                                                              --------    --------    --------    --------
                                                                26,239      22,019      51,085      43,302
                                                              --------    --------    --------    --------

NET PROCEEDS RESULTING FROM MEMBER AND
   NONMEMBER BUSINESS                                         $ 39,744    $ 45,765    $ 80,110    $ 79,046
                                                              ========    ========    ========    ========

DISTRIBUTION OF NET PROCEEDS:
      Credited to members' investment:
           Components of net income:
                Income (loss) from non-member business        $    265    $    372    $    495    $    559
                Patronage income                                 6,427      10,227      12,583      20,468
                                                              --------    --------    --------    --------
                      Net income                                 6,692      10,598      13,078      21,027

           Unit retention capital                                    0           0           0           0
                                                              --------    --------    --------    --------
                Net credit to members' investment                6,692      10,598      13,078      21,027

      Payments to members for sugarbeets, net of unit
       retention capital                                        33,052      35,167      67,032      58,019
                                                              --------    --------    --------    --------

NET PROCEEDS RESULTING FROM MEMBER AND
   NONMEMBER BUSINESS                                         $ 39,744    $ 45,765    $ 80,110    $ 79,046
                                                              ========    ========    ========    ========
</TABLE>


See Notes to Consolidated Financial Statements.


<PAGE>


                          MINN-DAK FARMERS COOPERATIVE
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED
                                                                                   FEBRUARY 28,
                                                                                2003         2002
                                                                              --------     --------
<S>                                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Income allocated to members' investment                                 $ 13,078     $ 21,027
      Add (deduct) noncash items:
           Depreciation and amortization                                         3,546        3,320
           Equipment disposals - loss                                               71           11
           Net income allocated from unconsolidated marketing subsidiaries        (143)        (143)
           Noncash portion of patronage capital credits                              0            0
           Retention of nonqualified unit retains                                    0            0
           Changes in operating assets and liabilities:
                Accounts receivable and advances                                 2,296        7,331
                Inventory, prepaid expenses, and equipment held for resale     (64,205)     (61,263)
                Deferred charges and other assets                                  441          233
                Deferred income taxes                                                0            0
                Accounts payable, advances, and accrued liabilities              9,092          102
                                                                              ---------------------
                      NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES      (35,823)     (29,383)

CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from disposition of property, plant and equipment                     9            4
      Capital expenditures                                                      (2,562)        (837)
      Investment in stock of other corporations, unconsolidated
        marketing subsidiaries and other cooperatives                              (98)           0
      Net proceeds from patronage refunds and equity revolvements                  186          106
      Issuance of notes receivable                                                   0         (198)
      Proceeds on notes receivable                                                  48            0
      Restricted bond/lease fund investment                                      1,728      (13,725)
      Minority interest in equity of subsidiaries                                  (12)         104
                                                                              --------     --------
                      NET CASH USED IN INVESTING ACTIVITIES                       (702)     (14,545)
                                                                              --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net proceeds from issuance of short-term debt                             39,169       31,030
      Payment of long-term debt                                                 (3,260)      (2,021)
      Payment of financing fees                                                      0            0
      Payment of unit retains and allocated patronage                             (112)           0
      Issuance of long-term lease                                                    0       14,000
      Provision for long-term tax                                                    0            0
      Sale and repurchase of common stock, net                                       1           (2)
      Issuance of stock                                                             (0)           1
      Issuance of long term tax-exempt bonds                                         0            0
                                                                              --------     --------
                      NET CASH PROVIDED BY FINANCING ACTIVITIES                 35,798       43,008
                                                                              --------     --------

NET INCREASE (DECREASE) IN CASH                                                   (727)        (920)

CASH, BEGINNING OF YEAR                                                            757          459
                                                                              --------     --------

CASH, END OF QUARTER                                                          $     30     $   (461)
                                                                              ========     ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash payments for:
           Interest                                                           $  1,849     $  1,835
                                                                              ========     ========

           Income taxes, net of refunds                                       $     58     $      3
                                                                              ========     ========
</TABLE>


See Notes to Consolidated Financial Statements.


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

              OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

       FOR THE THREE MONTHS ENDED AND SIX MONTHS ENDED FEBRUARY 28, 2003
                             AND FEBRUARY 28, 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 February 28, 2003 (the second quarter of the Company's
2002-2003 fiscal year) and February 28, 2002 (the second quarter of the
Company's 2001-2002 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 FEBRUARY 28, 2003 AND 2002

Revenue for the three months ended February 28, 2003 decreased $1.8 million from
the 2002 period, a decrease of 3%. Revenue from the sale of finished goods
increased $13.2 million and Change in Inventories decreased $14.9 million.

Revenue from the sales of sugar increased $10.3 million, or 34.1%, reflecting a
31.6% increase in volume and a 2.6% increase in the price for sugar. The
increase in volume reflects the large 2002 crop while the increase in price
reflects the impact of improved sugar market conditions.

Revenue from pulp and molasses sales increased $2.3 million or 64.0%, reflecting
a 56.2% increase in sales volume and a 7.8% increase in the average gross
selling price. The increase in sales volume was primarily due to differences in
the timing of sales.

Revenues from the Company's subsidiary yeast production facility, Minn-Dak Yeast
Company, increased $0.5 million or 36.8%, reflecting a 33.4% increase in sales
volume and a 3.4% increase in the average selling price. Selling prices are up
due to the competitive nature of the current yeast market, while volume is up
due to added customers and volume from existing customers.

The other contributing factor to the change in revenues results from the
decrease in finished goods inventories. The decrease in the value of finished
goods inventories for the three months ended February 28, 2003 amounted to $17.2
million or $14.9 million less than the increase in the value of finished goods
inventories for February 28, 2002. For February 28, 2003 the increase in the
value of sugar inventories was $10.5 million less than the increase of that of
the prior year, and for pulp and molasses $.4 million less. The decrease in
sugar inventory increase in values is the result of the 2001 PIK Program
(described in prior filings) contributing $6.0 MM to the prior year quarter and
improved sugar market conditions. The 2002 Farm Program provides for beet sugar
marketing allotments. The beet segment's allotment for the current year is
estimated to be greater than the actual sugar available in the beet sugar
segment.

In the consolidated statements of operations, Expenses section, production costs
of sugar, co-products and yeast totaled $16.0 million, $1.8 million or 13% more
than the prior year. The increase is mainly attributable to normal operations
timing when comparing the three month period ending February 28, 2003. Marketing
costs totaled $7.6 million, $2.2 million or 42.2% more than the prior year. This
increase over the prior year is attributed to differences in the timing of sales
locations, quantity and type. In the section Distribution of Net Proceeds,
payments to members for sugarbeets, net of unit retention capital and
unprocessed sugarbeet inventory decreased $2.1 million or 6.0% from the fiscal
year 2002 period. This decrease is the result


<PAGE>


of an increase in the 2001 crop payment being announced in the second quarter of
2002, while no increase in payment was announced during the same period in 2003
for the 2002 crop. For fiscal year 2003 the Company is projecting a payment to
growers for sugarbeets totaling $90.9 million, which is $17.6 million or 24%
more than the prior fiscal year. The increase in payments to members is due to:
(1) the result of a 43% increase in tons of beets delivered by members versus
the prior year, and (2) 9% less sugar per ton of the beets delivered versus the
prior year. The payment is based upon (i) an average delivered sugar content of
16.94%, (ii) a total sugarbeet crop to process of 2.4 million tons and (iii) the
Company's projected selling price for its sugar, which is currently estimated to
be slightly higher than the previous year. For the quarter ended February 28,
2003, there were no PIK program payments to growers, in contrast to $6.8 million
the growers were paid in December 2001 and January 2002.

COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28, 2002

Revenue for the six months ended February 28, 2003 increased $8.9 million from
the 2002 period, an increase of 7.2%. Revenue from the sale of finished goods
increased $18.1 million, while the change in the value of finished goods
inventory decreased $9.3 million.

Revenue from the sales of sugar increased $15.5 million or 25.0%, reflecting an
18.9% increase in volume and a 6.0% increase in the price for sugar. The
increase in volume and revenue is the result of a large 2002 crop, the stronger
demand for sugar resulting from the improved sugar market conditions, and the
absence of a USDA PIK program for the 2002 crop vs. the 2000 and 2001 crops.

Revenue from pulp and molasses sales increased $1.9 million or 24.8%, reflecting
a 22.3% increase in sales volume and a 2.5% increase in the average gross
selling price.

Revenues from yeast sales from the Company's subsidiary yeast production
facility, Minn-Dak Yeast Company ("MDYC") increased $0.7 million or 28.0%,
reflecting a 23.7% increase in sales volume and a 4.3% increase in the average
selling price. Sensient anticipated this increase in volume in their marketing
plan, which targeted new customer volumes.

The other contributing factor to the change in revenues results from the
increase or decrease in finished goods inventories. The increase in the value of
finished goods inventories for the six months ended February 28, 2003 amounted
to $40.3 million or $9.3 million less than the increase in the value of finished
goods inventories for February 28, 2002. This reduced increase was a combination
of more sales and the lack of a PIK Program impact. The 2001 PIK Program
contributed $2.9 MM to the six months ending February 2002 increase in sugar
inventory.

In the consolidated statements of operations, Expenses section, Production costs
of sugar, by-products and yeast sold increased $2.8 million or 10.3%. The
increase in production costs for the six months ended February 28, 2003 are
mainly due to a larger crop and more sugar marketed to date.

In the section Distribution of Net Proceeds, payments to members for sugarbeets
(net of unit retention capital and unprocessed sugarbeet inventory) increased
$9.0 million or 15.5% from the prior period. For fiscal year 2003 the Company is
projecting a payment to growers for sugarbeets totaling $90.9 million, which is
$17.6 million or 24% more than the prior fiscal year. The increase in payments
to members is due to: (1) the result of a 43% increase in tons of beets
delivered by members versus the prior year, and (2) 9% less sugar per ton of the
beets delivered versus the prior year. The payment is based upon (i) an average
delivered sugar content of 16.94%, (ii) a total sugarbeet crop to process of 2.4
million tons and (iii) the Company's projected selling price for its sugar,
which is currently estimated to be slightly higher than the previous year. In
addition to payments for sugarbeets, growers were paid $6.8 million in December
2001 and January 2002 as a result of acres of sugarbeets destroyed as part of
the 2001 Sugar PIK program.


<PAGE>


ESTIMATED FISCAL YEAR 2003 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 2002 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 2.4 million tons of sugarbeets from the 2002
crop, the largest crop ever delivered to the Company. Sugar content of the 2002
crop at harvest was 4% below the average of the five most recent years. Because
of the record size of the crop delivered, the production of sugar from the 2002
crop sugarbeets is expected to be the most sugar ever produced by the Company.
The remaining beets, as of this report, are in storage sheds and are not
considered to be at risk. This forward-looking material is based on the
Company's expectations regarding the processing of the 2002 sugarbeet crop; with
over 90% of the 2002 crop processed, the actual production results obtained by
processing those sugarbeets appears to be slightly greater than the original
estimates for the Company's 2002 sugarbeet crop.

Currently, the factory is averaging a sugarbeet slice rate of approximately
9,500 tons per day, and the ending slice rate is expected to be near the
targeted rate for the fiscal year 2003 plan of 9,500 tons per day. It is
believed that any minor deviation from plan will not have a detrimental impact
to the bottom line of the Company.

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

The 2002 Farm Bill contains provisions for marketing allotments, which can
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 its entire 2002 crop because the beet sector within the domestic
industry has more sugar sales allocations than available sugar to market.

The Company's initial beet payment estimate totals $38.15 per ton or $.13130869
per harvested/bonus pound of sugar, with the final beet payment determined in
October of 2003, after the completion of the Company's fiscal year.

ESTIMATED FISCAL YEAR 2004 INFORMATION

The Board of Directors announced that the 2003 crop plantings would remain at
the 2002 crop level of approximately 113,000 acres.

The 2002 Farm Bill contains provisions for marketing allotments, which can
potentially restrict the company's ability to market all the sugar it produces.
MDFC has a marketing plan in place for the 2003 crop that it feels will allow
for the marketing of the entire 2003 crop to be marketed within the framework of
the 2002 Farm Bill. Sugar sales for non-human consumption uses and for export
consumption are not restricted by the 2002 Farm Bill. This marketing plan
assumes no changes in the 2002 Farm Bill and a five-year average crop size.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Because the Company operates as a cooperative, payment 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 2002 and 2003 of $45.0 million, of which $1.0 million is
currently restricted for a letter of credit. The seasonal line of credit is
scheduled for renewal in May 2003.

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

o    Maintain working capital of not less than $9.0 million as of August 31,
     2003.
o    Maintain a long-term debt and capitalized leases to equity ratio of not
     greater than .8:1.
o    Maintain a current ratio of not less than 1.2:1.0 based on monthly
     financial statements and attain a current ratio of not less than 1.2:1.0
     based on fiscal year end audits.
o    Maintain available cash to current long-term debt ratio as defined in the
     agreement of not less than 1.25:1.

As of February 28, 2003 the Company was in compliance with its loan agreement
covenants with the Bank.

Working Capital as of February 28, 2003 totals $23.6 million compared to $11.6
million at August 31, 2002, an increase of $12.0 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, 2003 is approximately $10.4 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
six months ended February 28, 2003 was due to the seasonal needs of the
2002/2003 sugarbeet-processing season. The cash used to provide for operations
of $35.8 million and for investing activities of $.7 million was funded through
cash flow financing activities, and a reduction in cash. The net cash provided
through financing activities of $35.8 million was primarily provided through
proceeds from the issuance of short-term debt of $39.2 million; offset by
payment of long term debt of $3.3 million.

<TABLE>
<CAPTION>
------------------------- ------------- ----------- -------------- ------------ -------------
Contractual                                 Less
Obligations                   Total        Than 1        1 - 3          4 -5       After 5
                                            Year         Years         Years        Years
------------------------- ------------- ------------ ------------- ------------ -------------
<S>                          <C>           <C>          <C>           <C>          <C>
Long-Term Debt               $35.5MM       $3.6MM       $14.4MM       $9.6MM       $ 7.9MM
------------------------- ------------- ------------ ------------- ------------ -------------
Capital Lease Obligations    $22.8MM       $ .9MM       $ 3.6MM       $3.7MM       $14.6MM
------------------------- ------------- ------------ ------------- ------------ -------------
Operating Leases             $ 2.4MM       $ .9MM       $ 1.0MM       $ .2MM       $  .3MM
------------------------- ------------- ------------ ------------- ------------ -------------
Unconditional
Purchase Obligations         $ 3.5MM       $3.5MM           0            0             0
------------------------- ------------- ------------ ------------- ------------ -------------
Other Long-Term
Obligations                      0            0             0            0             0
------------------------- ------------- ------------ ------------- ------------ -------------
Total Contractual Cash
Obligations                  $64.2MM       $8.9MM       $19.0MM       $13.5MM      $22.8MM
------------------------- ------------- ------------ ------------- ------------ -------------
</TABLE>


<PAGE>


Capital expenditures for the six months ended February 28, 2003 totaled $2.6
million. $1.7 million of the capital expenditures qualified for tax-exempt bond
financing and as such drew down against investments restricted for capital lease
projects. Capital expenditures for fiscal year 2003 are currently estimated at
$3.5 million excluding a multi-year steam dryer addition listed below.

The board of directors has 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 projected physical completion date of this
project is August 31, 2003. As a result of this project, current bank covenant
requirements have been reviewed and the Company projects that during and after
the completion of the pulp steam dryer project these bank covenants will be in
compliance without needing to be modified.


PART I

Item 4. OTHER INFORMATION

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.


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
The annual meeting of the shareholders was held on December 10, 2002. At the
meeting the Cooperative held election of directors. Elected to three year terms
by voice vote and unanimous consent were the following directors: Mike
Hasbargen, district four; Jack lacey, district five; Paul Summer, district
seven. In addition, the following directors (including current expiration of
term) continued on following the Cooperative's annual meeting: Jerry Meyer,
district one (2003); Charles Steiner, district six (2003); and Douglas Etten,
district eight (2003), Victor Krabbenhoft, district nine (2004), Ed Moen Jr.,
district three (2004); Russell Mauch, district two (2004).

ITEM 5. OTHER INFORMATION
None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
         Exhibit           Description
         -------           -----------
         99                906 Certification


<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.



                                           MINN-DAK FARMERS COOPERATIVE
                                           -------------------------------------
                                           (Registrant)


Date:    April 14, 2003                    /s/ DAVID H. ROCHE
       ----------------                    -------------------------------------
                                           David H. Roche
                                           President and Chief Executive Officer



Date:    April 14, 2003                    /s/ STEVEN M. CASPERS
       ----------------                    -------------------------------------
                                           Steven M. Caspers
                                           Executive Vice President and
                                           Chief Financial Officer


<PAGE>


CERTIFICATION
-------------


I, David H. Roche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Minn Dak Farmers
Cooperative;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:      April 14, 2003                  /s/ David H. Roche
      ------------------------             ------------------------------------
                                           President and Chief Executive Officer


<PAGE>


CERTIFICATION
-------------


I, Steven M. Caspers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Minn Dak Farmers
Cooperative;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:    April 14, 2003                     /s/ Steven M. Caspers
      -----------------------               ------------------------------------
                                            Executive Vice President and
                                            Chief Financial Officer


<PAGE>


CERTIFICATION
-------------


I, Allen E. Larson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Minn Dak Farmers
Cooperative;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:       April 14, 2003               /s/ Allen E. Larson
     ---------------------------         ---------------------------------------
                                         Controller and Chief Accounting Officer