---

UNITED STATESSECURITIES 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 1934For the quarterly period ended: May 31, 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 |  | July 12, 2001  | 
|$250 Par Value        |  | 498            | 



---

MINN-DAK FARMERS COOPERATIVENOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

|1. | The condensed consolidated financial statements for the nine month periods ended
May 31, 2001 and 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 nine months ended May 31, 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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PART I. FINANCIAL INFORMATIONITEM 1. CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MINN-DAK FARMERS COOPERATIVECONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS(In Thousands)

|                                                          | May 31, 2001(Unaudited) | August 31, 2000(Audited)
|--------------------------------------------------------- | ----------------------- | ------------------------
|                                                          |                         |                         
|ASSETS                                                    |                         |                         
|CURRENT ASSETS:                                           |                         |                         
|Cash                                                      |                         |                         
|                                                         
|Current portion of long-term note receivable              |                         |                         
|                                                         
|Receivables:                                              |                         |                         
|Trade accounts                                            |                         |                         
|Growers                                                   |                         |                         
|                                                         
|                                                          |                         |                         
|                                                         
|Advances to affiliate                                     |                         |                         
|                                                         
|Inventories:                                              |                         |                         
|Refined sugar, pulp and molasses to be sold               |                         |                         
|on a pooled basis                                         |                         |                         
|Nonmember refined sugar                                   |                         |                         
|Yeast                                                     |                         |                         
|Materials and supplies                                    |                         |                         
|Beet Inventory                                            |                         |                         
|Other                                                     |                         |                         
|                                                         
|                                                          |                         |                         
|                                                         
|Deferred charges                                          |                         |                         
|                                                         
|Prepaid expenses                                          |                         |                         
|                                                         
|Property and equipment available for sale                 |                         |                         
|                                                         
|Total current assets                                      |                         |                         
|                                                         
|PROPERTY, PLANT AND EQUIPMENT:                            |                         |                         
|Land and land improvements                                |                         |                         
|Buildings                                                 |                         |                         
|Factory equipment                                         |                         |                         
|Other equipment                                           |                         |                         
|Construction in progress                                  |                         |                         
|                                                         
|                                                          |                         |                         
|Less accumulated depreciation                             |                         |                         
|                                                         
|                                                          |                         |                         
|                                                         
|LONG-TERM NOTES RECEIVABLE, NET OF                        |                         |                         
|CURRENT PORTION                                           |                         |                         
|                                                         
|OTHER ASSETS:                                             |                         |                         
|Investments restricted for capital lease projects         |                         |                         
|Investment in stock of other corporations, unconsolidated |                         |                         
|marketing subsidiaries and other cooperatives             |                         |                         
|Deferred income taxes                                     |                         |                         
|Other                                                     |                         |                         
|                                                         
|                                                          |                         |                         
|                                                         
|                                                          |                         |                         
|                                                         

See Notes to Consolidated Financial Statements.



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

|                                                     | May 31, 2001(Unaudited) | August 31, 2000(Audited)
|---------------------------------------------------- | ----------------------- | ------------------------
|                                                     |                         |                         
|LIABILITIES AND MEMBERS INVESTMENT                  |                         |                         
|                                                     |                         |                         
|CURRENT LIABILITIES:                                 |                         |                         
|Short-term notes payable                             |                         |                         
|                                                    
|Current portion of long-term debt                    |                         |                         
|                                                    
|Accounts payable:                                    |                         |                         
|Trade                                                |                         |                         
|Growers                                              |                         |                         
|                                                    
|                                                     |                         |                         
|                                                    
|Accrued liabilities                                  |                         |                         
|                                                    
|Total current liabilities                            |                         |                         
|                                                     |                         |                         
|LONG-TERM DEBT, NET OF CURRENT PORTION               |                         |                         
|                                                     |                         |                         
|OBLIGATION UNDER CAPITAL LEASE                       |                         |                         
|                                                     |                         |                         
|OTHER                                                |                         |                         
|                                                     |                         |                         
|COMMITTMENTS AND CONTINGENCIES                       |                         |                         
|                                                    
|Total liabilities                                    |                         |                         
|                                                    
|MINORITY INTEREST IN EQUITY OF SUBSIDIARY            |                         |                         
|                                                    
|                                                     |                         |                         
|MEMBERS INVESTMENT:                                 |                         |                         
|Preferred stock:                                     |                         |                         
|Class A - 100,000 shares authorized, $105 par value; |                         |                         
|72,200 shares issued and outstanding                 |                         |                         
|Class B - 100,000 shares authorized, $75 par value;  |                         |  
;                 
|72,200 shares issued and outstanding                 |                         |                         
|Class C - 100,000 shares authorized, $76 par value;  |                         |  
;                 
|72,200 shares issued and outstanding                 |                         |                         
|                                                    
|                                                     |                         |                         
|Common stock, 600 shares authorized, $250 par value; |                         |                         
|issued and outstanding, 498 shares at May 31, 2001   |                         |                         
|and 484 shares at August 31, 2000                    |                         |                         
|Paid in capital in excess of par value               |                         |                         
|Unit retention capital                               |                         |                         
|Qualified allocated patronage                        |                         |                         
|Nonqualified allocated patronage                     |                         |                         
|Retained earnings (deficit)                          |                         |                         
|                                                    
|                                                     |                         |                         
|                                                    
|                                                     |                         |                         
|                                                    

See Notes to Consolidated Financial Statements.



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

|                                                     | Three Months EndedMay 31, | Nine Months EndedMay 31,
|---------------------------------------------------- | ------------------------- | ------------------------
|
|                                                     |                           |                         
|REVENUE:                                             |                           |                         
|From sales of sugar, by-products, and                |                           |                         
|yeast, net of discounts                              |                           |                         
|Other income                                         |                           |                         
|                                                    
|                                                     |                           |                         
|                                                    
|                                                     |                           |                         
|EXPENSES:                                            |                           |                         
|Production costs of sugar, by-products,              |                           |                         
|and yeast sold                                       |                           |                         
|Marketing (includes freight and storage)             |                           |                         
|General and administrative                           |                           |                         
|Interest                                             |                           |                         
|(Gain) loss on disposition of property and equipment |                           |                         
|                                                    
|                                                     |                           |                         
|                                                    
|                                                     |                           |                         
|NET PROCEEDS RESULTING FROM MEMBER AND               |                           |                         
|NONMEMBER BUSINESS                                   |                           |                         
|                                                    
|                                                     |                           |                         
|DISTRIBUTION OF NET PROCEEDS:                        |                           |                         
|Credited to members investment:                     |                           |                         
|Components of net income:                            |                           |                         
|Income (loss) from non-member business               |                           |                         
|Patronage income                                     |                           |                         
|                                                    
|Net income                                           |                           |                         
|                                                     |                           |                         
|Unit retention capital                               |                           |                         
|                                                    
|Net credit to members investment                    |                           |                         
|                                                     |                           |                         
|Payments to members for sugarbeets, net of unit      |                           |                         
|retention capital                                    |                           |                         
|                                                    
|                                                     |                           |                         
|NET PROCEEDS RESULTING FROM MEMBER AND               |                           |                         
|NONMEMBER BUSINESS                                   |                           |                         
|                                                    

See Notes to Consolidated Financial Statements.



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

|                                                                | Nine Months EndedMay 31,
|--------------------------------------------------------------- | ------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                         
|Income allocated to members investment                         |                         
|Add (deduct) noncash items:                                     |                         
|Depreciation and amortization                                   |                         
|Equipment disposals - loss                                      |                         
|Net income allocated from unconsolidated marketing subsidiaries |                         
|Noncash portion of patronage capital credits                    |                         
|Retention of nonqualified unit retains                          |                         
|Changes in operating assets and liabilities:                    |                         
|Accounts receivable and advances                                |                         
|Inventory, prepaid expenses, and equipment held for resale      |                         
|Deferred charges and other assets                               |                         
|Accounts payable, advances, and accrued liabilities             |                         
|                                                               
|Net cash (used in)/provided by operating activities             |                         
|                                                                |                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |                         
|Proceeds from disposition of property, plant and equipment      |                         
|Capital expenditures                                            |                         
|Investment in stock of other corporations, unconsolidated       |                         
|marketing subsidiaries and other cooperatives                   |                         
|Net proceeds from patronage refunds and equity revolvements     |                         
|Note receivable from unconsolidated marketing subsidiaries      |                         
|Minority interest in equity of subsidiaries                     |                         
|                                                               
|Net cash used in investing activities                           |                         
|                                                               
|                                                                |                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                           |                         
|Net proceeds from issuance of short-term debt                   |                         
|Payment of long-term debt                                       |                         
|Payment of unit retains and allocated patronage                 |                         
|Issuance of long-term debt                                      |                         
|Provision for long-term tax                                     |                         
|Sale and repurchase of common stock, net                        |                         
|Issuance of stock                                               |                         
|Issuance of long term tax-exempt bonds                          |                         
|                                                               
|Net cash provided by financing activities                       |                         
|                                                               
|                                                                |                         
|NET INCREASE (DECREASE) IN CASH                                 |                         
|                                                                |                         
|CASH, BEGINNING OF YEAR                                         |                         
|                                                               
|                                                                |                         
|CASH, END OF QUARTER                                            |                         
|                                                               
|                                                                |                         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:              |                         
|Cash payments for:                                              |                         
|Interest                                                        |                         
|                                                               
|Income taxes, net of refunds                                    |                         
|                                                               

See Notes to Consolidated Financial Statements.



MANAGEMENTS DISCUSSION AND ANALYSIS

OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FOR THE THREE MONTHS ENDED AND NINE MONTHS ENDED MAY 31, 2001 AND MAY
31, 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 May 31, 2001 (the third quarter of the
Companys 2000-2001 fiscal year) and May 31, 2000 (the third 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 May 31, 2001 and May 31, 2000
Revenue for the three months ended May 31, 2001 increased $4.5 million from the 2000
period, an increase of 15%. Revenue from the sale of finished goods increased $6.7
million, while finished goods inventory decreased $2.2 million. Other income increased
$0.8 million.

Revenue from the sales of sugar increased $6.0 million, or 17%,
reflecting a 22% increase in volume and a 5% decrease in the price for sugar.

Revenue from pulp and molasses sales increased $0.7 million or 29%,
reflecting a 3% increase in sales volume and a 26% increase in the average gross selling
price.

Revenues from yeast sales were within $0.1 million or 3%,
reflecting a 9% decrease in sales volume and a 13% increase in the average
selling price. Selling prices have increased after a period of severe price
pressure on the yeast market.

The other contributing factor to the change in revenues results
from the increase or decrease in finished goods inventories. The decrease in the
value of finished goods inventories for the three months ended May 31, 2001
amounted to $10.9 million or $2.2 million more than the decrease in the value of
finished goods inventories for May 31, 2000. For May 31, 2001 the decrease in
the value of sugar inventories was $2.1 million more than the decrease of that
of the prior year, and for pulp $0.1 million more. The decrease in sugar
inventory values is primarily the result of a lower volume of sugar and on hand
versus the prior period.

In the consolidated statements of operations, Expenses section,
production costs of sugar, by-products and yeast totaled $9.6 million, $0.2
million or 2% more than the prior year. Marketing costs totaled $7.4 million,
$.9 million or 14% more than the prior year. General and administrative costs
totaled $1.6 million, $.1 million or 5% more than the prior year. Interest
expense totaled $1.4 million slightly under the prior year.

In the section Distribution of Net Proceeds, payments to members
for sugarbeets, net of unit retention capital and unprocessed sugarbeet
inventory decreased $0.6 million or 4% from the fiscal year 2000 period. For
fiscal year 2001 the Company is projecting a payment to growers for sugarbeets
net of unit retention capital totaling $75.8 million, which is $6.8 million or
10% more than the February 28, 2001 estimate. $4.8 million of the $6.8 million
projected increase was due to higher than anticipated sugar production from the
2000 sugarbeet crop. 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.



Comparison of the nine months ended May 31, 2001 and May
31, 2000

Revenue for the nine months ended May 31, 2001 increased $4.1
million from the 2000 period, an increase of 2.5%. Revenue from the sale of
finished goods increased $18.9 million, while the change in the value of
finished goods inventory decreased $14.8 million.

Revenue from the sales of sugar increased $17.4 million or 16%,
reflecting a 28% increase in volume and a 12% decrease in the price for sugar.

Revenue from pulp and molasses sales increased $1.2 million or
15%, reflecting a less than 1% decrease in sales volume and a 15% 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
$0.3 million or 4%, reflecting a 2% decrease in sales volume and a 6% 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 nine months ended May 31, 2001
amounted to $28.7 million or $14.7 million less than the increase in the value
of finished goods inventories for May 31, 2000.

In the consolidated statements of operations, Expenses section,
production costs of sugar, by-products and yeast totaled $37.6 million, $0.4
million or 1% less than the prior year. Marketing costs totaled $21.2 million,
$.5 million or 2% more than the prior year. General and administrative costs
totaled $4.5 million, $.1 million or 3% more than the prior year. Interest
expense totaled $4.1 million slightly over the prior year.

In the section Distribution of Net Proceeds, payments to members
for sugarbeets (net of unit retention capital and unprocessed sugarbeet
inventory) decreased $1.8 million or 2% from the prior period. For fiscal year
2001 the Company is projecting a payment to growers for sugarbeets net of unit
retention capital totaling $75.8 million, which is $6.8 million or 10% more than
the February 28, 2001 estimate. $4.8 million of the $6.8 million projected
increase was due to higher than anticipated sugar production from the 2000
sugarbeet crop. 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 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 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 losses. All of the beets
and thick juice from the 2000 crop have been processed as of this report.



The Company records indicate 5,865,000 cwt of sugar have been
produced from the 2000 crop, however, minor inventory adjustments are customary
between the end of production and the end of the fiscal year. This record
production was in spite of the sugar PIK program and associated reduction of
tons delivered. 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 $36.75 per ton of sugarbeets as of May 31, 2001, an
increase of $3.31 per delivered ton from the February 2001 estimate.

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 May 31, 2001 the Company was in compliance with its loan
agreement covenants with the Bank.

Working Capital as of May 31, 2001 totals $36.2 million compared to $12.2
million at August 31, 2000, an increase of $24.0 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, 2001 was
approximately $11.0 million dollars and, in the Companys opinion, will be
reduced to $10.8 million. The reduction is primarily due to higher than
anticipated non-cash earnings from other cooperatives.

The primary factor for the changes in the Companys
financial condition for the nine months ended May 31, 2001 was due to the
seasonal needs of the 2000/2001 sugarbeet-processing season. The cash used to
provide for operations of $5.0 million and for investing activities of $1.3
million was funded through cash flow financing activities, and a reduction in
cash. The net cash provided through financing activities of $3.6 million was
primarily provided through proceeds from the issuance of short-term debt of $6.4
million; offset by $2.8 million of long term debt payments.

Capital expenditures for the nine months ended May 31, 2001 totaled $1.5
million. Capital expenditures for fiscal year 2001 are currently estimated at $3.1
million.



PART II. OTHER INFORMATION

Item 1.    Legal ProceedingsNone

Item 2.    Changes in SecuritiesNone

Item 3.    Defaults upon Senior SecuritiesNone

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

Item 5.    Other InformationNone

Item 6.    Exhibits and Reports on Form 8-KNone



---

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: July 13, 2001 | /s/ DAVID H. ROCHE                   
|                    | David H. Roche                       
|                    | President and Chief Executive Officer
|                    |                                      
|                    |                                      
|                    |                                      
|Date: July 13, 2001 | /s/ STEVEN M. CASPERS                
|                    | Steven M. Caspers                    
|                    | Chief Financial Officer