EXHIBIT 99.1

                          MINN-DAK FARMERS COOPERATIVE
                             AUDIT COMMITTEE CHARTER
                 (final draft approved at 9-22-03 Board Meeting)




Organization
------------

The Audit Committee of the Board of Directors shall be comprised of at least
three directors. Each member of the Audit Committee shall be independent of
management and the Cooperative. Members of the Audit Committee shall be members
of the Board of Directors and should include Directors with financial or
accounting backgrounds if available.

The Treasurer of the Board of Directors shall be designated the Audit Committee
Chair. All Committee members serve on a year-to-year basis and are subject to
reconfirmation annually by the Executive Committee of the Board of Directors.

The Audit Committee Chair and the President will establish the meeting agenda,
in accordance with this Charter.

The Chief Accounting Officer or Controller of the Cooperative will record
Committee activities.

                               Statement of Policy
                               -------------------

The Audit Committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders and potential shareholders relating to
corporate accounting and reporting practices of the Cooperative, the quality and
integrity of financial reports of the Cooperative; the financial reporting
process; the systems of internal accounting and financial controls; the
performance of the Cooperative's independent auditors; the independent auditor's
qualifications and independence; and the Cooperative's compliance with ethics
policies and legal and regulatory requirements. In so doing, it is the
responsibility of the Audit Committee to maintain free and open communication
between the directors, the independent auditors, and management of the
Cooperative.


Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the Cooperative are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will strive to:

         1.       Obtain the full Board of Directors' approval of this Charter
                  and review and reassess this Charter as conditions dictate (at
                  least annually).


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         2.       Submit the minutes of all meetings of the Audit Committee to,
                  or discuss the matters discussed at each Audit Committee
                  meeting with, the Board of Directors.

         3.       Appoint, compensate and oversee the engagement, retention or
                  replacement of the independent auditors to audit the financial
                  statements of the Cooperative and its subsidiaries.

         4.       Approve all audit services to be performed by the independent
                  auditor.


         5.       Ensure that the independent auditor is not engaged to perform
                  the following non-audit services:

                  a.       Bookkeeping and other services related to the
                           Cooperative's accounting records or financial
                           statements;

                  b.       Financial information systems design and
                           implementation;

                  c.       Appraisal or valuation services, fairness opinions
                           and contribution-in-kind reports;

                  d.       Actuarial services;

                  e.       Internal audit outsourcing services;

                  f.       Management functions and human resources;

                  g.       Broker-dealer, investment adviser and investment
                           banking services;

                  h.       Legal services and expert services unrelated to the
                           audit; and

                  i.       Any other service that the Public Cooperative
                           Accounting Oversight Board prohibits, by regulation.

         6.       Ensure that the independent auditor is not engaged to perform
                  any other non-audit services, not listed above, but deemed
                  incompatible with independence by the Commission, the Public
                  Cooperative Accounting Oversight Board or any applicable
                  regulatory authority.

         7.       Adopt and implement policies to govern approval of all
                  non-audit services not listed above to be performed by the
                  independent auditor. The committee may delegate pre-approval
                  authority to a member of the audit committee. The decisions of
                  any audit committee member to whom pre-approval authority is
                  delegated must be presented to the full audit committee at its
                  next scheduled meeting.

         8.       Ensure regular rotation of engagement and concurrent reviewer
                  partner on the independent audit team so that they do not
                  participate in audits for more than five consecutive fiscal
                  years, as required by regulation. Review the experience and
                  qualifications of the senior members of the independent
                  auditor team and the quality control procedures of the
                  independent auditor.

         9.       Establish hiring policies for employees or former employees of
                  the independent auditors that meet the SEC regulations and
                  stock exchange listing standards.

         10.      Obtain the annual certification by the CEO and CFO that they
                  have disclosed to the auditors and the Audit Committee all
                  significant deficiencies and material weaknesses in the design
                  or operation of internal controls, and any fraud, whether or
                  not material, that involves management or other employees who
                  have a significant role in the Cooperative's internal
                  controls.


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         11.      Have a clear understanding with the independent auditors that
                  they are ultimately accountable to the Board of Directors and
                  the Audit Committee, as the shareholders' representatives, who
                  have the ultimate authority in deciding to engage, evaluate,
                  and if appropriate, terminate their services.

         12.      Provide sufficient opportunity for the independent auditors to
                  meet with the members of the Audit Committee without members
                  of management present (pre-audit and post-audit meetings).
                  Among the items to be discussed in these meetings are the
                  independent auditors' evaluation of the Cooperative's
                  financial, accounting, and auditing personnel, and the
                  cooperation that the independent auditors received during the
                  course of audit. The Cooperative's legal counsel shall hold
                  separate minutes of these discussions.

         13.      On an annual basis, obtain from the independent auditors a
                  written communication delineating all their relationships and
                  professional services as required by Independence Standards
                  Board Standard No. 1, Independence Discussions with Audit
                  Committees. In addition, review with the independent auditors
                  the nature and scope of any disclosed relationships or
                  professional services and take, or recommend that the Board of
                  Directors take, appropriate action to ensure the continuing
                  independence of the auditors.

         14.      The committee shall review management's assertion on its
                  assessment of the effectiveness of internal controls as of the
                  end of the most recent fiscal year and the independent
                  auditors' report on management's assertion. (Note: Effective
                  date of this requirement is August 31, 2005.)

         15.      Receive, on an quarterly and annual basis, if so required, any
                  disclosures by management regarding:

                           a.       All significant deficiencies in the design
                                    or operation of internal controls that could
                                    adversely affect the Cooperative's ability
                                    to record, process, summarize and report
                                    financial data; and
                           b.       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the Cooperative's
                                    internal controls.

         16.      Discuss significant accounting estimates and new developments
                  in accounting and financial standards with the Cooperative's
                  management and independent auditors on an annual basis.

         17.      Review periodically the code of ethics for the Cooperative's
                  senior financial officers and determine their adherence to the
                  same.

         18.      Establish procedures for:

                           a.       Receipt, retention and treatment of
                                    complaints received by the Cooperative
                                    regarding accounting controls or auditing
                                    matters; and
                           b.       The confidential, anonymous submission by
                                    employees of the Cooperative of concerns
                                    regarding questionable accounting or
                                    auditing matters.


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         19.      Have the authority to retain and compensate outside advisors
                  without seeking Board approval.

         20.      Investigate any matter brought to its attention within the
                  scope of its duties, with the power to retain outside counsel
                  for this purpose if, in its judgment, that is appropriate.

         21.      Have the authority to create policies and procedures, as it
                  deems necessary or appropriate, to comply with the
                  requirements of the Securities Exchange Act of 1934, the rules
                  or regulations of the Commission.

         22.      Review reports received from regulators and other legal and
                  regulatory matters that may have a material effect on the
                  financial statements or related Cooperative compliance
                  policies. Conduct an annual review with the Cooperative's
                  General Counsel on legal matters that may have a material
                  impact on the financial statements and obtain comments from
                  General Counsel in such matters.

         23.      The committee shall receive the Cooperative's attorneys'
                  reports of evidence of a material violation of securities laws
                  or breaches of fiduciary duty.

         24.      Inquire of management and the independent auditors about
                  significant financial risks or exposures and assess the steps
                  management has taken to minimize such risks to the
                  Cooperative.

         25.      Discuss with the CFO and the independent auditor the matters
                  required to be discussed by Statement of Auditing Standards
                  No. 61 (and as amended by Statement of Auditing Standards No.
                  90) relating to the conduct of the audit.

         26.      The committee shall review the interim financial statements
                  and disclosures under Management's Discussion and Analysis of
                  Financial Condition and Results of Operations with management
                  and the independent auditors prior to the filing of the
                  Cooperative's Quarterly Report on Form 10-Q. Also, the
                  committee shall discuss the results of the quarterly review
                  and any other matters required to be communicated to the
                  committee by the independent auditors under generally accepted
                  auditing standards. The Chairman of the Audit Committee, or
                  his designee, may represent the entire Committee for purposes
                  of this review.

         27.      The committee shall review with management and the independent
                  auditors the financial statements and disclosures under
                  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations to be included in the Cooperative's
                  Annual Report on Form 10-K, including their judgment about the
                  quality, not just the acceptability, of accounting principles,
                  the reasonableness of significant judgments, and the clarity
                  of the disclosures in the financial statements and
                  particularly, the degree of aggressiveness or conservatism of
                  the organization's accounting principles and underlying
                  estimates, and other significant decisions made in preparing
                  the financial statements. Also, the committee shall discuss
                  the results of the annual audit and any other matters required
                  to be communicated to the committee by the independent
                  auditors under generally accepted auditing standards. Review
                  with financial management and the independent auditors the
                  results of their timely analysis of significant financial
                  reporting issues and practices, including changes in, or
                  adoptions of, accounting


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                  principles and disclosure practices, off-balance sheet
                  structures and discuss any other matters required to be
                  communicated to the Audit Committee by the auditors.

         28.      Report the results of the annual audit to the Board of
                  Directors. If requested by the Board, invite the independent
                  auditors to attend the full Board of Directors meeting to
                  assist in reporting the results of the annual audit or to
                  answer other directors' questions (alternatively, the other
                  directors may be invited to attend the Audit Committee meeting
                  during which the results of the annual audit are reviewed).

         29.      Review the report of the Audit Committee in the annual report
                  to shareholders and the Annual Report on Form 10-K disclosing
                  whether or not the Audit Committee had reviewed and discussed
                  with management and the independent auditors, as well as
                  discussed within the Audit Committee (without management or
                  the independent auditors present), the financial statements
                  and the quality of accounting principles and significant
                  judgments affecting the financial statements.

         30.      Review an analysis prepared by management and the independent
                  auditor of significant financial reporting issues and
                  judgments made in connection with the preparation of the
                  Cooperative's financial statements, including an analysis of
                  the effect of alternative GAAP methods on the Cooperative's
                  financial statements and a description of any transactions as
                  to which management obtained Statement of Auditing Standards
                  No. 50 (and as amended by Statement of Auditing Standards No
                  97) letters.

         31.      Review and evaluate any related party transactions and make
                  appropriate recommendations to the Board of Directors.

         32.      Review and evaluate each year the requirement to report to the
                  SEC the position of the Cooperative relative to placing a
                  financial expert on the Audit Committee. The Cooperative's
                  By-laws state that Audit Committee members must be appointed
                  from the Cooperative's Board of Directors. Currently the
                  Cooperative's Board of Directors do not have a member who
                  would qualify as a financial expert under the definition
                  provided for in the Sarbanes-Oxley/SEC laws/rules.


         While the Audit Committee has the responsibilities and powers set forth
         in this charter, it is not the duty of the Audit Committee to plan or
         conduct audits or to determine that the Cooperative's financial
         statements are complete and accurate and are in accordance with
         Generally Accepted Accounting Principles ("GAAP"). This is the
         responsibility of management and the independent auditor. Nor is it the
         duty of the Audit Committee to conduct investigations, to resolve
         disagreements, if any, between management and the independent auditor
         or to assure compliance with laws and regulations.


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