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

   
                               AMENDMENT NO. 1 TO
                                    FORM 10-K
              [X] Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                            For the fiscal year ended
                                 AUGUST 31, 1996
    

                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                            -------------------------
                                 Commission File
                                  No. 33-94644
                            -------------------------

                          MINN-DAK FARMERS COOPERATIVE
             (Exact name of registrant as specified in its charter)
              North Dakota                                 23-7222188
        (State of incorporation)         (I.R.S. Employer Identification Number)
         7525 Red River Road
     Wahpeton, North Dakota 58075                         (701) 642-8411
(Address of principal executive offices)         (Registrant's telephone number)


           SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:
                                      NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:
                                      NONE


         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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES _X_ NO ___


         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment to this Form 10-K. [ ]


         As of November 21, 1996, 480 shares of the Registrant's Common Stock
and 58,525 "units" of the Registrant's Preferred Stock, each consisting of 1
share of Class A Preferred Stock, 1 share of Class B Preferred Stock and 1 share
of Class C Preferred Stock, were outstanding. There is only a limited, private
market for shares of the Company's Common or Preferred Stock, as such shares may
be held only by farmer-producers who are eligible for membership in the Company.
The Company's shares are not listed for trading on any exchange or quotation
system. Although transfers of the Company's shares may occur only with the
consent of the Company's Board of Directors, the Company does not verify
information regarding the transfer price in connection with such transfers. A
number of stock transfers, representing approximately 6% of available stock,
were not arms length (estate settlements, estate planning from one generation to
the next, etc.) and an accurate value for that stock was not available.
Management believes less than 1% of the Company's available stock was traded at
arms length during the fiscal year ended 8-31-96. Of the stock transferred at
arms length, the transfers were made during the second and third quarters of the
Company's fiscal year and range in price from $2,300 to $2,500 per unit.


                       DOCUMENTS INCORPORATED BY REFERENCE

               Certain exhibits to this Report are incorporated by reference
       from the Company's Registration Statement on Form S-1 (File number
       33-94644), declared effective on September 11, 1995.


       


   
                                  EXPLANATION

         This Amendment No. 1 to the Annual Report on Form 10-K of Minn-Dak
Farmers Cooperative (the "Company") for the fiscal year ended August 31, 1996
(the "1996 Form 10-K") is being made to disclose material terms of Coal Supply
and Transportation Agreements to which the Company is a party, and to make
corrections and revisions to certain of the redacted exhibits that are attached
to the 1996 Form 10-K.


                                    PART I.

ITEM 1.    BUSINESS

         The following text should be added on page 10 of the original filing,
before the heading "Company Districts":


         COAL SUPPLY AND TRANSPORTATION AGREEMENTS

                  Minn-Dak uses large quantities of energy in its operations,
         principally for heating the cossettes, evaporating water from juices
         containing sugar, drying wet beet pulp and generating electrical power.
         The Company's factory burns coal as its primary source of energy. The
         Company presently obtains all of its coal from Montana pursuant to an
         exclusive Coal Supply Agreement dated August 14, 1995 with Kennecott
         Energy Company and Spring Creek Coal Company. This coal is transported
         from Montana to the Company's factory under an exclusive Coal
         Transportation Agreement dated August 14, 1995 with Northern Coal
         Transportation Company. The Coal Transportation Agreement will fulfill
         all of the Company's coal requirements. By their terms, each of these
         Agreements expires on July 31, 2005.
    


                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

FINANCIAL STATEMENT SCHEDULES

         None

REPORTS ON FORM 8-K

         The Company was not required to and did not file any reports on Form
8-K during the three months ended August 31, 1996.

EXHIBITS

   
Index
-----
         #3(i)  Articles of Amendment to the Articles of Incorporation of Minn-
                Dak Farmers Cooperative
         *3(ii) Articles of Incorporation of Minn-Dak Farmers Cooperative
         #3(ii) Amended Bylaws of Minn-Dak Farmers Cooperative
        #10(a)  Growers' Agreement (three-year Agreement) (example of agreement
                which each Shareholder is required to sign) 
        *10(b)  Uniform  Member Marketing Agreement by and between United Sugars
                Corporation and Minn-Dak Farmers Cooperative
        #10(c)  Supplement to Uniform Member Marketing Agreement by and between 
                United Sugars Corporation and Minn-Dak Farmers Cooperative
        *10(d)  Capitalization Agreement by and among Southern Minnesota Beet 
                Sugar Cooperative, Minn-Dak Farmers Cooperative, American 
                Crystal Sugar Company, and United Sugars Corporation
        *10(e)  Memorandum of Understanding and Uniform Member Marketing 
                Agreement by and between Midwest  Agri-Commodities Company and 
                Minn-Dak Farmers Cooperative
        *10(f)  Molasses Purchase Contract by and between Minn-Dak Farmers 
                Cooperative and Universal Foods Corporation (Confidential 
                Treatment for certain sections)
        *10(g)  Yeast Purchase Contract by and between Universal Foods 
                Corporation and Minn-Dak Yeast Company, Inc. (Confidential 
                Treatment for certain sections)
        *10(i)  Operating Agreement of ProGold Limited Liability Company
        *10(j)  ProGold Limited Liability Company Member Control Agreement
        *10(k)  Agreement for Electrical Service
         10(l)  Agreements for Coal Supply, Transportation, and Oiling Service
                (Confidential  Treatment  Requested as to certain provisions.)
        *10(m)  Minn-Dak Farmers Cooperative Pension Plan
        *10(n)  Larry D. Steward Employment Agreement
        *10(o)  Management Consulting Agreement between Minn-Dak Yeast Company 
                and Universal Foods Corporation, (Confidential Treatment for 
                certain sections)
        #12     Statement re Computation of Ratio of Net Proceeds to Fixed 
                Charges
        *21     Subsidiaries of the Registrant
        #23     Consent of Independent Auditors
        #27     Financial Data Schedule
---------------------------
    

         * Incorporated by reference from the Company's Registration Statement
on Form S-1 (File No. 33-94644), declared effective September 11, 1995.

   
         # Previously filed.
    


                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS 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


                           BY /S/ Larry D. Steward
                              ---------------------------------
                              LARRY D. STEWARD, PRESIDENT AND
                              CHIEF EXECUTIVE OFFICER


         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DUTIES INDICATED.

SIGNATURE                     TITLE                     REPORT DATE
----------                    -----                     -----------

   
/s/ Larry D. Steward                                    March 6, 1997
------------------------      President and             ------------------------
Larry D. Steward              Chief Executive Officer

/s/ Steven M. Caspers                                   March 6, 1997
------------------------      Vice President - Finance  ------------------------
Steven M. Caspers

/s/ Allen E. Larson                                     March 6, 1997
------------------------      Controller                ------------------------
Allen E. Larson

/s/ Robert Breuer                                       March 6, 1997
------------------------      Director                  ------------------------
Robert Breuer

/s/ Victor Krabbenhoft                                  March 6, 1997
------------------------      Director                  ------------------------
Victor Krabbenhoft

/s/ Lawrence Deal                                       March 6, 1997
------------------------      Director                  ------------------------
Lawrence Deal

/s/ Edward Meon, Jr.                                    March 6, 1997
------------------------      Director                  ------------------------
Edward Meon, Jr.

/s/ Mike Hasbargen                                      March 6, 1997
------------------------      Director                  ------------------------
Mike Hasbargen

/s/ John Hought                                         March 6, 1997
------------------------      Director                  ------------------------
John Hought

/s/ Jack Lacey                                          March 6, 1997
------------------------      Director                  ------------------------
Jack Lacey

/s/ Jerry Meyer                                         March 6, 1997
------------------------      Director                  ------------------------
Jerry Meyer

/s/ Paul Summer                                         March 6, 1997
------------------------      Director                  ------------------------
Paul Summer