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                                  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, 2001

                                       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 12, 2001
            ---------------------                    --------------
                $250 Par Value                             499

<PAGE>


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


                          MINN-DAK FARMERS COOPERATIVE
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   The condensed consolidated financial statements for the six month periods
     ended February 28, 2001 and February 29, 2000 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, 2000. The results of operations for the six months ended
     February 28, 2001 are not necessarily indicative of the results for the
     entire fiscal year ending August 31, 2001.

2.   In August 2000, the company declared a revolvement of the remaining 15% of
     the 1990 crop and 70% of the 1991 crop per unit retains and allocated
     patronage. That amount, $4.4 million, was paid to the stockholders on
     September 29, 2000.

<PAGE>


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


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

<TABLE>
<CAPTION>
                                                                    FEBRUARY 28, 2001    AUGUST 31, 2000
ASSETS                                                                 (UNAUDITED)          (AUDITED)
                                                                    -----------------    ---------------
<S>                                                                   <C>                  <C>
CURRENT ASSETS:
     Cash                                                             $        (69)        $      2,505
                                                                      ------------         ------------

     Current portion of long-term note receivable                                3                    3
                                                                      ------------         ------------
     Receivables:
         Trade accounts                                                     13,552               11,749
         Growers                                                                 3                3,996
                                                                      ------------         ------------
                                                                            13,555               15,745
                                                                      ------------         ------------

     Advances to affiliate                                                   1,110                 (201)
                                                                      ------------         ------------
     Inventories:
         Refined sugar, pulp and molasses to be sold
           on a pooled basis                                                67,360               27,737
         Nonmember refined sugar                                               521                    3
         Yeast                                                                  99                   88
         Materials and supplies                                              4,542                5,561
         Beet Inventory                                                     15,355                   --
         Other                                                                   0                   --
                                                                      ------------         ------------
                                                                            87,878               33,389
                                                                      ------------         ------------
     Deferred charges                                                          283                1,123
                                                                      ------------         ------------
     Prepaid expenses                                                        1,016                  595
                                                                      ------------         ------------
     Property and equipment available for sale                                 200                  200
                                                                      ------------         ------------

            Total current assets                                           103,976               53,358
                                                                      ------------         ------------

PROPERTY, PLANT AND EQUIPMENT:
     Land and land improvements                                             20,968               20,968
     Buildings                                                              35,592               35,592
     Factory equipment                                                     112,069              111,922
     Other equipment                                                         3,540                3,528
     Construction in progress                                                  702                   22
                                                                      ------------         ------------
                                                                           172,871              172,032
         Less accumulated depreciation                                     (68,573)             (65,281)
                                                                      ------------         ------------
                                                                           104,298              106,751
                                                                      ------------         ------------
LONG-TERM NOTES RECEIVABLE, NET OF
  CURRENT PORTION                                                               28                   28
                                                                      ------------         ------------

OTHER ASSETS:
     Investments restricted for capital lease projects                           0                   --
     Investment in stock of other corporations, unconsolidated
       marketing subsidiaries and other cooperatives                        10,408               10,408
     Deferred income taxes                                                     800                1,240
     Other                                                                   1,067                1,016
                                                                      ------------         ------------
                                                                            12,275               12,664
                                                                      ------------         ------------

See Notes to Consolidated Financial Statements                        $    220,577         $    172,800
                                                                      ============         ============
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>
                                                                     FEBRUARY 28, 2001     AUGUST 31, 2000
                                                                        (UNAUDITED)           (AUDITED)
                                                                     -----------------     ---------------
<S>                                                                    <C>                  <C>
LIABILITIES AND MEMBERS' INVESTMENT

CURRENT LIABILITIES:
      Short-term notes payable                                         $     40,918         $     15,459
                                                                       ------------         ------------

      Current portion of long-term debt                                       5,228                3,788
                                                                       ------------         ------------

      Accounts payable:
           Trade                                                             (2,784)               2,224
           Growers                                                           20,731               16,927
                                                                       ------------         ------------
                                                                             17,947               19,151
                                                                       ------------         ------------

      Accrued liabilities                                                     3,630                2,725
                                                                       ------------         ------------

                Total current liabilities                                    67,722               41,123

LONG-TERM DEBT, NET OF CURRENT PORTION                                       41,504               43,910

OBLIGATION UNDER CAPITAL LEASE                                                9,680               10,495

OTHER                                                                         1,216                  847

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

                Total liabilities                                           120,122               96,375
                                                                       ------------         ------------

MINORITY INTEREST IN EQUITY OF SUBSIDIARY                                     1,183                1,089
                                                                       ------------         ------------

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, 489 shares at February 28, 2001
        and 484 shares at August 31, 2000                                       122                  121
      Paid in capital in excess of par value                                 32,094               32,094
      Unit retention capital                                                  7,148                7,148
      Qualified allocated patronage                                           3,817                3,817
      Nonqualified allocated patronage                                       36,355               12,895
      Retained earnings (deficit)                                             1,254                  778
                                                                       ------------         ------------
                                                                             99,273               75,336
                                                                       ------------         ------------

See Notes to Consolidated Financial Statements                         $    220,577         $    172,800
                                                                       ============         ============
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED                SIX MONTHS ENDED
                                                              FEBRUARY 28,     FEBRUARY 29,     FEBRUARY 28,    FEBRUARY 29,
                                                              ------------     ------------     ------------    ------------
                                                                  2001             2000             2001            2000
                                                              ------------     ------------     ------------    ------------
<S>                                                           <C>              <C>              <C>             <C>
REVENUE:
      From sales of sugar, by-products, and
        yeast, net of discounts                               $     72,377     $     66,425     $    131,775    $    132,175
      Other income                                                     (38)              (2)              33             114
                                                              ------------     ------------     ------------    ------------
                                                                    72,338           66,423          131,808         132,289
                                                              ------------     ------------     ------------    ------------

EXPENSES:
      Production costs of sugar, by-products,
        and yeast sold                                              14,813           14,832           27,934          28,583
      Marketing (includes freight and storage)                       5,819            6,072           13,797          14,220
      General and administrative                                     1,464            1,505            2,884           2,831
      Interest                                                       1,585            1,464            2,702           2,592
      (Gain) loss on disposition of property and equipment               0              160                3             160
                                                              ------------     ------------     ------------    ------------
                                                                    23,681           24,033           47,321          48,387
                                                              ------------     ------------     ------------    ------------

NET PROCEEDS RESULTING FROM MEMBER AND
   NONMEMBER BUSINESS                                         $     48,657     $     42,390     $     84,487    $     83,902
                                                              ============     ============     ============    ============

DISTRIBUTION OF NET PROCEEDS:
      Credited to members' investment:
           Components of net income:
                Income (loss) from non-member business        $        217     $        204     $        476    $        408
                Patronage income                                    14,616           10,832           23,460          21,767
                                                              ------------     ------------     ------------    ------------
                      Net income                                    14,833           11,035           23,936          22,174

           Unit retention capital                                        0                0                0               0
                                                              ------------     ------------     ------------    ------------
                Net credit to members' investment                   14,833           11,035           23,936          22,174

      Payments to members for sugarbeets, net of unit
       retention capital                                            33,825           31,355           60,551          61,728
                                                              ------------     ------------     ------------    ------------

NET PROCEEDS RESULTING FROM MEMBER AND
   NONMEMBER BUSINESS                                         $     48,657     $     42,390     $     84,487    $     83,902
                                                              ============     ============     ============    ============
</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,     FEBRUARY 29,
                                                                              -----------------------------
                                                                                 2001              2000
                                                                              ------------     ------------
<S>                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Income allocated to members' investment                                 $     23,936     $     22,174
      Add (deduct) noncash items:
           Depreciation and amortization                                             3,313            3,278
           Equipment disposals - loss                                                    3              160
           Net income allocated from unconsolidated marketing subsidiaries               0              (82)
           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                                       879            9,594
                Inventory, prepaid expenses, and equipment held for resale         (54,910)         (63,610)
                Deferred charges and other assets                                    1,229              671
                Accounts payable, advances, and accrued liabilities                     67           10,807
                                                                              ------------     ------------
                      NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES          (25,484)         (17,008)

CASH FLOWS FROM INVESTING ACTIVITIES:

      Proceeds from disposition of property, plant and equipment                         0               58
      Capital expenditures                                                            (863)          (1,248)
      Investment in stock of other corporations, unconsolidated
        marketing subsidiaries and other cooperatives                                    0               82
      Note receivable from unconsolidated marketing subsidiaries                                        (31)
      Minority interest in equity of subsidiaries                                       94               81
                                                                              ------------     ------------
                      NET CASH USED IN INVESTING ACTIVITIES                           (769)          (1,058)
                                                                              ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Net proceeds from issuance of short-term debt                                 25,459           19,895
      Payment of long-term debt                                                     (1,781)          (1,736)
      Payment of unit retains and allocated patronage                                    1                0
      Issuance of long-term debt                                                         0                0
      Provision for long-term tax                                                        0                0
      Sale and repurchase of common stock, net                                           1                3
      Issuance of stock                                                                 (1)               0
      Issuance of long term tax-exempt bonds                                             0                0
                                                                              ------------     ------------
                      NET CASH PROVIDED BY FINANCING ACTIVITIES                     23,680           18,162
                                                                              ------------     ------------

NET INCREASE (DECREASE) IN CASH                                                     (2,573)              96

CASH, BEGINNING OF YEAR                                                              2,505              546
                                                                              ------------     ------------

CASH, END OF QUARTER                                                          $        (69)    $        642
                                                                              ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash payments for:
           Interest                                                           $      1,677     $      2,286
                                                                              ============     ============

           Income taxes, net of refunds                                       $          3     $          6
                                                                              ============     ============
</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, 2001 AND
                                FEBRUARY 29, 2000

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, 2001 (the second quarter of the Company's
2000-2001 fiscal year) and February 29, 2000 (the second quarter of the
Company's 1999-2000 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, 2001 AND FEBRUARY 29, 2000

Revenue for the three months ended February 28, 2001 increased $6.0 million from
the 2000 period, an increase of 9%. Revenue from the sale of finished goods
increased $1.0 million, while finished goods inventory increased $5.0 million.
Other income decreased $0.4 million.

Revenue from the sales of sugar increased $0.6 million, or 2%, reflecting a 17%
increase in volume and a 15% decrease in the price for sugar.

Revenue from pulp and molasses sales increased $0.4 million or 11%, reflecting a
3% increase in sales volume and a 8% increase in the average gross selling
price.

Revenues from yeast sales were within $0.1 million or 1%, reflecting a 13%
decrease in sales volume and a 12% increase in the average selling price.
Selling prices are up due to the competitive nature of the current yeast market.

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 three months ended February 29, 2000 amounted
to $34.9 million or $5.0 million more than the increase in the value of finished
goods inventories for February 29, 2000. For February 28, 2001 the increase in
the value of sugar inventories was $4.8 million more than the increase of that
of the prior year, and for pulp $0.2 million more. The increase in sugar and
pulp inventory values is the result of a greater volume of sugar and pulp on
hand versus the prior period. Higher volumes are a result of the timing of
production versus customer shipments.

In the consolidated statements of operations, Expenses section, production costs
of sugar, by-products and yeast totaled $23.6 million, $0.4 million or 2% less
than the prior year. The decrease is mainly attributable marketing and overhead.
Marketing costs totaled $5.8 million, $.3 million or 5% less than the prior
year. Interest expense totaled $1.6 million, up 8% from the prior year.

In the section Distribution of Net Proceeds, payments to members for sugarbeets,
net of unit retention capital and unprocessed sugarbeet inventory increased $2.4
million or 8% from the fiscal year 2000 period. For fiscal year 2001 the Company
is projecting a payment to growers for sugarbeets totaling $69.0 million, which
is $14.9 million or 18% less than the prior fiscal year. The payment is based
upon (i) an average delivered sugar content of 18.49%, (ii) a total sugarbeet
crop to process of 2.1 million tons and (iii) the Company's projected selling
price for its sugar, which is currently estimated to be lower than the

<PAGE>


previous year. In addition to payments for sugarbeets, growers were paid $6.9
million as a result of the Sugar PIK program destroyed acres in December 2000.

COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

Revenue for the six months ended February 28, 2001 decreased $0.4 million from
the 2000 period, a decrease of 0.3%. Revenue from the sale of finished goods
increased $12.2 million, while the change in the value of finished goods
inventory decreased $12.5 million.

Revenue from the sales of sugar increased $11.4 million or 16%, reflecting a 31%
increase in volume and a 16% decrease in the price for sugar.

Revenue from pulp and molasses sales increased $0.6 million or 9%, reflecting a
1% decrease in sales volume and an 11% 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 $0.1 million or 4%,
reflecting a 1% increase in sales volume and a 3% increase in the average
selling price.

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, 2001 amounted
to $39.6 million or $12.5 million less than the increase in the value of
finished goods inventories for February 29, 2000.

In the consolidated statements of operations, Expenses section, Production costs
of sugar, by-products and yeast sold decreased $1.1 million or 2%. The decrease
in production costs for the six months ended February 28, 2001 is mainly due to
minor seasonal differences in Production and Marketing expenses.

In the section Distribution of Net Proceeds, payments to members for sugarbeets
(net of unit retention capital and unprocessed sugarbeet inventory) decreased
$1.2 million or 2% from the prior period. For fiscal year 2001 the Company is
projecting a payment to growers for sugarbeets totaling $69.0 million, which is
$14.9 million or 18% less than the prior fiscal year. The payment is based upon
(i) an average delivered sugar content of 18.49%, (ii) a total sugarbeet crop to
process of 2.1 million tons and (iii) the Company's projected selling price for
its sugar, which is currently estimated to be lower than the previous year. In
addition to payments for sugarbeets, growers were paid $6.9 million as a result
of the Sugar PIK program destroyed acres in December 2000.


ESTIMATED FISCAL YEAR 2001 INFORMATION

The agreements between the Company and its members regarding the delivery of
sugar beets to the Company require payment for members' sugar beets 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 2000
sugarbeet 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 sugarbeet 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 harvest of the sugarbeet crop grown during 2000 produced a total of 2.1
million tons of sugarbeets exceeding the prior crop tons per acre, but due to
the Sugar PIK program, there were less harvested acres. The sugar content and
purity from the 2000 crop were above long-term averages. During the month of
October, unfavorable weather patterns did cause storage problems at several
storage sites with frost damaged beets. During the month of November, these
beets were processed in a manner to minimize the

<PAGE>


losses. All of the beets have been processed as of this report, however
approximately .6 million cwt of sugar remains to be processed from thick juice.

The Company expects to produce slightly more volume of sugar from the 2000
sugarbeet crop, in spite of the sugar PIK program and associated reduction of
tons delivered, and considerably more than the five year average production of
sugar. The factory averaged a sugarbeet slice rate of 9,400 tons per day; within
reason for the targeted 9,500 tons per day projected for the processing season.

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 & foreign imports) relative to the estimated domestic
consumption.

From the revenues generated from the sale of products produced from each ton of
sugarbeets, the Company's operating and fixed costs must be deducted. The
deduction of those operating costs results in an estimated gross beet payment of
$33.44 per ton of sugar beets as of February 28, 2001. The Company believes
there is a strong possibility the sugar production will be at least 150,000 cwt
more than projected, causing a positive impact on the grower payment of at least
$1.00 per ton.


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 2000 and 2001 of $45.0 million.

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,
     2001.
*    Maintain a long-term debt and capitalized leases to equity ratio of not
     greater than .8:1.
*    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.
*    Maintain an available cash to current long-term debt ratio as defined in
     the agreement of not less than 1.25:1.

As of February 28, 2001 the Company was in compliance with its loan agreement
covenants with the Bank.

Working Capital as of February 28, 2001 totals $36.3 million compared to $12.2
million at August 31, 2000, an increase of $24.1 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, 2001 is approximately $11.0 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, 2001 was due to the seasonal needs of the
2000/2001 sugarbeet-processing season. The cash used to provide for operations
of $25.5 million and for investing activities of $.8 million was funded through
cash flow financing activities, and a reduction in cash. The net cash provided
through financing activities of $23.7 million was primarily provided through
proceeds from the issuance of short term debt of $25.5 million; offset by $1.8
million of long term debt payments.

Capital expenditures for the six months ended February 28, 2001 totaled $.9
million. Capital expenditures for fiscal year 2001 are currently estimated at
$3.0 million.

<PAGE>


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 5, 2000. At the
meeting the Cooperative held election of directors. Elected to three year terms
by voice vote and unanimous consent were the following directors: Jerry Meyer,
district one; Charles Steiner, district six; Doug Etten, district eight. In
addition, the following directors (including current expiration of term)
continued on following the Cooperative's annual meeting: Russell Mauch, district
two (2001); Ed Moen, Jr., district three (2001); Victor Krabbenhoft, district
nine (2001); Mike Hasbargen, district four (2002); Jack Lacey, district five
(2002); and Paul Summer, district seven (2002).

ITEM 5.  OTHER INFORMATION

Mr. David H Roche, Savanna, Ga., became the president of Minn-Dak Farmers
Cooperative effective March 1, 2001. Mr. Roche earned an MBA from Michigan State
University. He began his sugar career as the controller for Michigan Sugar in
1976, becoming president of Michigan Sugar in 1994. Following the buyout of
Michigan Sugar in 1985 by Savannah Foods, and Savannah Foods by Imperial Sugar
Company in 1997, Mr. Roche held a number of key executive positions in Michigan
Sugar, Savannah Foods, and Imperial Sugar Company.

In February 2001, Universal Foods/Sensient Technologies ("Sensient") entered
into an agreement with LeSaffre International to sell its Red Star Yeasts and
Products division to LeSaffre. Sensient owns 20% of Minn-Dak Yeast Company. As a
result of the sale of Red Star Yeast and Products, Minn-Dak Farmers Cooperative
and Sensient further entered into an agreement whereby Minn-Dak Yeast Company's
yeast will continue to be purchased and sold by Sensient under the name of
Dakota Yeast - Minn-Dak Yeast Company's logo. Sensient will continue to perform
under the obligations and rights established in the 1994 original agreements,
with the exception that Sensient has given up their molasses purchase contract.
This contract gave Sensient the first right of refusal on certain levels of
Minn-Dak Farmers Cooperative produced beet molasses. This change puts Minn-Dak
Yeast in the position of one of four competitors in the fresh baker's yeast
market in the U.S.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

None

<PAGE>


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                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        MINN-DAK FARMERS COOPERATIVE
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                                                 (Registrant)

Date:   April 12, 2001                  /s/ DAVID H. ROCHE
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                                        David H. Roche
                                        President and Chief Executive Officer

Date:   April 12, 2001                  /s/ STEVEN M. CASPERS
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                                        Steven M. Caspers
                                        Chief Financial Officer