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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   AMENDMENT NO. 1 TO FORM 10-K   ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  For the fiscal year ended AUGUST 31, 2010  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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐YES☒NO  Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐YES☒NO  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☐NO  Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.☐YES☐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.☒  Indicate by check mark if the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller Reporting Company☐  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐YES☒NO  Minn-Dak Farmers Cooperative is a cooperative. Its voting and non-voting common equity can only be held by its members. No public market for voting and non-voting common equity of Minn-Dak Farmers Cooperative is established and it is unlikely, in the foreseeable future that a public market for its voting and non-voting common equity will develop.  As of November 24, 2010, 477 shares of the Companys Common Stock and 72,200 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.


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Description of Amendment No. 1 to Annual Report on Form 10-K for the Year Ended August 31, 2010:  On November 24, 2010, Minn-Dak Farmers Cooperative (the Company) filed its Annual Report on Form 10-K for the year ended August 31, 2010 (the 2010 Form 10-K).  This Amendment No. 1 to the 2010 Form 10-K is being filed solely to correct the consolidated balance sheets as of August 31, 2010, 2009 and 2008 included in the 2010 Form 10-K.  The balance sheets included in the 2010 Form 10-K contained a numerical error that occurred during the process of preparing the 2010 Form 10-K for electronic filing with the Securities and Exchange Commission.  The error was not reflected in the 2010 Form 10-K that was delivered to the Companys shareholders.  In the balance sheets included in the 2010 Form 10-K, total assets as of August 31, 2010, 2009 and 2008 were stated as $192,065,062, $179,789,946, and $176,903,727, respectively.  Correct assets as of August 31, 2010, 2009 and 2008 were $197,065,062, $179,883,895 and $177,062,902, respectively.  All other balance sheet amounts are correct as stated in the 2010 Form 10-K.  In Part IV of this Amendment No. 1, the Company is including its consolidated balance sheets as of August 31, 2010, 2009 and 2008 that reflect the corrected total assets.  This Amendment No. 1 does not reflect events occurring after the filing of the 2010 Form 10-K and, other than the filing of the aforementioned balance sheets, does not amend, modify or update the disclosure in the 2010 Form 10-K in any way.  PART IV.  ITEM 15.       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  Documents filed as part of this Amendment No. 1 to Annual Report on Form 10-K:  a.Consolidated Financial Statements -Consolidated Balance Sheets as of August 31, 2010, 2009 and 2008
(as corrected as described above)  c.     The exhibits to this Amendment No. 1 to Annual Report on Form 10-K are as follows:  Exhibit No.
     
     Description31.1
     
     Certification of the President/Chief Executive Officer (principal executive officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.31.2
     
     Certification of the Executive Vice President/Chief Financial Officer (principal financial officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.31.3
     
     Certification of the Controller/Chief Accounting Officer (principal accounting officer) pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.32
     
     Certification pursuant to 18 U.S.C. §1350


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MINN-DAK FARMERS COOPERATIVE CONSOLIDATED BALANCE SHEETS AUGUST 31, 2010, 2009, AND 2008 
  2010
     
     2009
     
     2008ASSETSCURRENT ASSETSCash
     
     $
     128,611
     
     $
     93,949
     
     $
     159,175Current bond trust
     
     
     4,731,005
     
     
     ―
     
     
     ―ReceivablesTrade accounts
     
     
     12,730,660
     
     
     14,299,830
     
     
     16,376,068Growers
     
     
     13,763,089
     
     
     10,196,312
     
     
     7,313,090Income tax
     
     
     ―
     
     
     ―
     
     
     234,461Other
     
     
     2,551
     
     
     2,551
     
     
     2,55126,496,300
     
     
     24,498,693
     
     
     23,926,170Advances to affiliates - Midwest Agri-Commodities Co. and  United Sugars Corporation
     
     
     ―
     
     
     1,105,797
     
     
     1,492,451InventoriesRefined sugar, pulp, molasses and thick juice to be sold on a pooled basis
     
     
     29,770,313
     
     
     27,046,374
     
     
     28,452,755Sugarbeets
     
     
     3,121,298
     
     
     ―
     
     
     ―Nonmember refined sugar
     
     
     1,717,395
     
     
     1,451,972
     
     
     1,357,893Yeast
     
     
     237,105
     
     
     200,317
     
     
     167,799Materials and supplies
     
     
     13,403,175
     
     
     11,296,034
     
     
     10,159,94448,249,286
     
     
     39,994,697
     
     
     40,138,391Deferred charges
     
     
     ―
     
     
     1,324,353
     
     
     1,436,316Prepaid expenses and other assets
     
     
     2,047,411
     
     
     3,109,313
     
     
     2,149,816Current deferred income tax asset
     
     
     ―
     
     
     25,600
     
     
     145,000Total current assets
     
     
     81,652,613
     
     
     70,152,402
     
     
     69,447,319PROPERTY, PLANT AND EQUIPMENTLand and land improvements
     
     
     28,164,267
     
     
     27,130,273
     
     
     26,476,273Buildings
     
     
     37,882,719
     
     
     37,757,659
     
     
     37,592,109Factory equipment
     
     
     152,493,105
     
     
     147,419,262
     
     
     141,263,455Other equipment
     
     
     5,300,600
     
     
     4,675,425
     
     
     3,766,400Capitalized leases
     
     
     3,352,917
     
     
     2,960,658
     
     
     746,210Construction in progress
     
     
     5,213,973
     
     
     4,690,526
     
     
     4,500,912232,407,581
     
     
     224,633,803
     
     
     214,345,359Less accumulated depreciation and amortization
     
     
     135,638,384
     
     
     127,336,389
     
     
     119,566,87196,769,197
     
     
     97,297,414
     
     
     94,778,488OTHER ASSETSInvestment in other cooperatives and unconsolidated marketing cooperatives
     
     
     11,115,672
     
     
     11,343,602
     
     
     11,523,024Bond trust and financing costs
     
     
     2,492,735
     
     
     98,302
     
     
     126,663Other
     
     
     5,034,845
     
     
     992,175
     
     
     1,187,40818,643,252
     
     
     12,434,079
     
     
     12,837,095$
     197,065,062
     
     $
     179,883,895
     
     $
     177,062,902
  See Notes to Consolidated Financial Statements.


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2010
     
     2009
     
     2008LIABILITIES AND MEMBERS INVESTMENTCURRENT LIABILITIESShort-term notes payable
     
     $
     27,557,680
     
     $
     18,977,978
     
     $
     24,440,000Current portion of long-term debt and capital leases
     
     
     2,977,034
     
     
     2,905,841
     
     
     2,594,188Current portion of bonds payable
     
     
     ―
     
     
     2,120,000
     
     
     2,010,0002,977,034
     
     
     5,025,841
     
     
     4,604,188Accounts payableTrade
     
     
     10,143,993
     
     
     11,566,445
     
     
     9,511,224Checks Outstanding
     
     
     1,007,863
     
     
     545,766
     
     
     ―Deferred liabilities
     
     
     8,825,180
     
     
     ―
     
     
     ―Growers
     
     
     13,874,124
     
     
     17,704,288
     
     
     17,429,879Income tax
     
     
     194,745
     
     
     ―
     
     
     ―34,045,905
     
     
     29,816,499
     
     
     26,941,103Payable to affiliates - Midwest Agri-Commodities Co. and  United Sugars Corporation
     
     
     283,460
     
     
     ―
     
     
     ―Accrued liabilities
     
     
     3,100,968
     
     
     2,945,383
     
     
     3,299,010Total current liabilities
     
     
     67,965,047
     
     
     56,765,701
     
     
     59,284,301LONG-TERM DEBT AND CAPITAL LEASES, NET OF CURRENT PORTION
     
     
     18,690,023
     
     
     22,148,959
     
     
     13,778,143BONDS PAYABLE
     
     
     19,240,000
     
     
     11,370,000
     
     
     13,490,000LONG-TERM DEFERRED INCOME TAX LIABILITY
     
     
     265,800
     
     
     354,400
     
     
     443,000LONG-TERM UNRECOGNIZED TAX BENEFITS LIABILITY
     
     
     ―
     
     
     274,075
     
     
     256,075LONG-TERM PENSION LIABILITY
     
     
     19,629,704
     
     
     12,827,360
     
     
     5,795,189COMMITMENTS AND CONTINGENCIES (NOTE 10)Total liabilities
     
     
     125,790,574
     
     
     103,740,495
     
     
     93,046,708MEMBERS INVESTMENTPreferred stockClass A - 100,000 shares authorized,  $105 par value;
72,200 shares issued and outstanding
     
     
     7,581,000
     
     
     7,581,000
     
     
     7,581,000Class B - 100,000 shares authorized  $75 par value;
72,200 shares issued and outstanding
     
     
     5,415,000
     
     
     5,415,000
     
     
     5,415,000Class C - 100,000 shares authorized,  $76 par value;
72,200 shares issued and outstanding
     
     
     5,487,200
     
     
     5,487,200
     
     
     5,487,20018,483,200
     
     
     18,483,200
     
     
     18,483,200Common stock, 600 shares authorized, $250 par value;
477 shares issued and outstanding on 8-31-10,
     
     
     119,250
     
     
     118,500
     
     
     120,750474 shares outstanding on 8-31-09 and483 shares outstanding on 8-31-08 andPaid in capital in excess of par value
     
     
     32,094,407
     
     
     32,094,407
     
     
     32,094,407Nonqualified allocated patronage
     
     
     28,298,571
     
     
     28,298,718
     
     
     28,298,508Accumulated other comprehensive loss
     
     
     (18,837,157
     )
     
     (12,811,235
     )
     
     (4,890,516
     )Retained earnings
     
     
     11,116,217
     
     
     9,959,810
     
     
     9,909,84571,274,488
     
     
     76,143,400
     
     
     84,016,194$
     197,065,062
     
     $
     179,883,895
     
     $
     177,062,902


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SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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.  Dated: December 9, 2010  MINN-DAK FARMERS COOPERATIVEBy:
     /s/ David H. RocheDavid H. Roche, President 
and Chief Executive Officer
  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant by the following persons in the capacities indicated on December 9, 2010.  SIGNATURE
     
     TITLE/s/ David H. Roche
     
     President and
Chief Executive Officer
(principal executive officer)David H. Roche/s/ Steven M. Caspers
     
     Executive Vice President and
Chief Financial Officer
(principal financial officer)Steven M. Caspers/s/ Allen E. Larson
     
     Controller and
Chief Accounting Officer
(principal accounting officer)Allen E. Larson/s/ Dale BlumeDale Blume
     
     Director/s/ Dennis ButenhoffDennis Butenhoff
     
     Director/s/ Brent DavisonBrent Davison
     
     Director/s/ Doug EttenDoug Etten
     
     Director/s/ Patrick FreesePatrick Freese
     
     Director/s/ Dennis KlostermanDennis Klosterman
     
     Director/s/ Russell Mauch
     
     DirectorRussell Mauch/s/ C Kevin KutzerC Kevin Kutzer
     
     Director/s/ Charles SteinerCharles Steiner
     
     Director


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