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

                         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  October 31, 1996
 
                              OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ----------  to  ----------

    Commission file number    33-38051 
   
                          SF SERVICES, INC. 
    (Exact name of registrant as specified in its Charter)

             Arkansas                           71-0220282
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)         Identification Number)

     120 Main Street, North Little Rock, Arkansas           72114
    (Address of principal executive offices)             (Zip Code)

   Registrant's telephone number, including area code (501) 945-2371

   Securities registered pursuant to Section 12(b) of the Act
           
                                         Name of each exchange on
       Title of each class                   which registered
             NONE                                   NONE

   Securities registered pursuant to Section 12(g) of the Act
                                   NONE
                            (Title of Class)

 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 to Part III
 of this Form 10-K or any amendment to this Form 10-K.  [X]


 The aggregate market value of the voting stock held by nonaffiliates 
 of the registrant was $125,000 at January 24, 1997.

 The number of shares outstanding of the registrant's common stock, 
 $1,000.00 par value per share, was 125 at January 24, 1997.
<PAGE>

                                 FORM 10-K

                                   PART I

ITEM  1: BUSINESS

SF Services, Inc. is a farm supply cooperative which was 
organized under the laws of the State of Arkansas in 1945.
As of January 24, 1997 it was made up of 125 local member 
cooperatives in Arkansas, Louisiana, Mississippi, Alabama, 
Oklahoma, and Texas.  The local member cooperatives are owned
and controlled by individual farmers.  SF Services, Inc. is 
a basic manufacturer of agricultural and pet feeds, a 
production contractor and distributor of seeds in the rice, 
cotton, soybean and wheat production areas of the midsouth 
and a basic wholesaler of a wide variety of farm supply, 
tires, batteries and automotive ("TBA"), chemical, petroleum 
and fertilizer products to its members and other customers.

SF Services, Inc. attempts, through pooling of resources 
and sharing risks, to secure farm input products of the best
quality and price, to cooperatively achieve economies in the
manufacturing and procurement of goods and supplies, and to 
render service to its local member cooperatives.  SF Services,
Inc. has 15 operating and service divisions: Farm and Ranch;
Petroleum; TBA; Fertilizer; Chemical; Seed; Feed; Animal 
Health; Catfish Processing and Marketing; Warehouse and 
Transportation; Field Services; Corporate Services; 
Information Services; Credit and Financial Analysis; and 
General Corporate.

SF Services, Inc. also controls seven subsidiaries which are
included in the consolidated financial reports of SF Services,
Inc.  The seven subsidiaries are Cloverleaf Cooperative; SFA,
Inc.; Deep South Farmers Supply, Inc.; Professional 
Technologies, Inc.; AgGrow Finance, Inc.; Southern Farm Fish 
Processors, Inc.; and SF Technical Services, Inc.  In the 
first quarter of 1994, the operations of Professional 
Technologies, Inc. were combined with the TBA division of 
SF Services, Inc. This was done to reduce administrative 
costs and provide centralized management.  No gain or loss 
was recognized on this transaction.  SFA, Inc. conducts 
retail farm supply sales and services.  AgGrow Finance, Inc.
provides financing to individual farmers of member 
cooperatives for crop production and equipment purchases. 
Southern Farm Fish Processors, Inc. operates a catfish 
processing plant and a feed mill.  The remaining subsidiary,
SF Technical Services, Inc., provides environmental and 
regulatory compliance services and crop consulting services.

In the first quarter of 1995, pursuant to a plan and 
agreement of merger by and between Delta Purchasing 
Federation (AAL) ("DPF") and the Company, DPF was merged 

<PAGE>

into the Company in a statutory merger.  In the merger, DPF 
shareholders received an equity interest in the Company with 
value equal to net book value of DPF's assets plus $500,000.
The acquisition has been accounted for as a purchase by 
recording the assets and liabilities of DPF based on their 
respective fair market values at acquisition date under the
plan and agreement of merger.  The Company's sales for 1995 
increased approximately $21 million due to the merger.

In the first quarter of 1993, SF Services, Inc., through a 
newly formed wholly-owned subsidiary, Southern Farm Fish 
Processors, Inc., purchased the assets of Arkansas Prime Fish 
Processors by the assumption of debt in a non-cash transaction.

SF Services, Inc. and its subsidiaries employ approximately 
1,320 persons.

Division sales, savings (loss) before income taxes and 
identifiable assets for each of the last three fiscal 
periods are presented below:

 
                          Year Ended     Year Ended     Year Ended 
                          October 31,    October 31,    October 31,
                             1996           1995           1994    
                         ------------  ------------    ------------
SALES BY DIVISION
  Feed and animal health $122,397,413  $101,249,886    $ 98,758,147
  Fertilizer              129,557,273   120,596,538      89,876,510
  Seed                     33,028,271    27,246,492      25,187,144
  Chemicals               121,382,784   136,743,532     100,381,754
  Farm and ranch           35,919,700    39,067,528      34,524,724
  Petroleum                70,216,528    37,750,042      36,503,703
  Tires, batteries and
    automotive             19,659,706    20,322,532      16,396,547
  Subsidiary's retail 
    sales, net of 
    eliminations           21,694,459    10,012,504       6,970,705
  Subsidiary's catfish 
    processing and 
    wholesale sales, net 
    of eliminations        36,624,223    37,831,922      30,572,080
                         ------------  ------------    ------------
                         $590,480,357  $530,820,976    $439,171,314
                         ============  ============    ============
<PAGE>
                               Year Ended   Year Ended   Year Ended
                               October 31,  October 31,  October 31,
                                  1996         1995         1994
                              -----------  ----------   -----------
SAVINGS (LOSS) BEFORE
INCOME TAXES BY
DIVISION*
  Feed and animal health      $(3,489,573) $   797,252  $ 1,173,038
  Fertilizer                   16,838,293    5,635,474    4,271,357
  Seed                            (19,325)     (93,310)     117,145
  Chemicals                      (249,797)     992,824      670,719
  Farm and ranch                 (139,819)     183,850      521,699
  Petroleum                       388,710       40,506      (19,016)
  Tires, batteries and
    automotive                     (6,050)     238,917      280,368
  Subsidiary's retail
    operations, net of
    eliminations                 (841,332)    (561,194)  (1,289,680)
  Subsidiary's finance
    operations, net of
    eliminations                   85,817       38,244
  Subsidiary's  catfish 
    processing and wholesale
    sales, net of
    eliminations               (6,316,888)  (2,374,939)  (1,771,511)
                              -----------  -----------  -----------
                              $ 6,250,036  $ 4,897,624  $ 3,954,119
                              ===========  ===========  ===========
*After allocation of general and administrative expenses, interest 
  expense and other income (expense).

                               October 31,   October 31,   October 31,
                                  1996          1995          1994 
                              -----------    -----------  -----------
PROPERTY AND EQUIPMENT (NET)
  Feed and animal health      $ 9,426,682    $13,100,196  $10,319,072
  Fertilizer                   11,278,166      6,294,171    1,446,130
  Seed                            476,914        530,319      573,567
  Chemicals                     2,047,747      1,930,296      124,185
  Farm and ranch                      199            628        1,132
  Tires, batteries 
    and automotive                 89,402        102,062       80,089
  Petroleum                        95,845         77,914       77,979
  Warehouse, transportation
    and general corporate       7,934,825      5,771,259    5,787,977
  Subsidiary's retail
    operations                  1,393,864      1,013,762    1,006,294
  Subsidiary's finance 
    operations                        360          1,151
  Subsidiary's catfish 
    processing wholesale
    sales                       2,912,675      4,654,797    3,454,124
                              -----------    -----------  -----------
                              $35,656,679    $33,476,555  $22,870,549
                              ===========    ===========  ===========
<PAGE>
The seasonal nature of SF Services, Inc.'s core business 
requires the maintenance of significant inventory levels.  
The Fertilizer, Chemical and Seed Divisions have peak activity
in the spring planting season and again during the fall 
harvest and winter planting season. The geographical spread 
of trade areas from south to north makes these peaks fairly 
long in duration.  However, the Fertilizer, Chemical, and 
Seed Divisions do experience lower levels of inventory in the
late winter and late summer months.

SF Services, Inc.'s Feed Division is also subject to seasonal 
variance with its slow periods being experienced during the 
late spring and summer months when pasture is generally 
available.  This is mitigated somewhat by the dairy feed 
business which is more year round in nature and by catfish 
feed sales which occur during the late spring through early 
fall period.

These seasonal patterns generally call for higher inventory 
levels because products must be stored during the slow period 
for delivery during the peak season.  The requirements for 
competitive pricing has also made it necessary in a variety of 
products to purchase in truck, rail and barge lots which also 
adds to holding cost.  This is especially true in the Farm and
Ranch and TBA Divisions in the purchase of steel products, 
tires, and lubricants in truckload lots and Fertilizer and 
Seed Divisions in barge and rail quantities.

SF Services, Inc. is not dependent upon any one customer for a 
significant portion of its business.  However, because of the 
cooperative ownership, it is dependent upon its local member 
cooperatives with whom it did 66% of its business in the fiscal
year ending October 31, 1996. SF Services, Inc. is very price 
conscious because of the competitive environment in its trade 
area.  Competitors include other regional cooperatives such as 
MFA, Inc., Farmland Industries, and Gold Kist as well as major 
privately-owned agri-business systems such as Helena Chemical,
Terra International, and Conagra.

OPERATING DIVISIONS

Farm and Ranch

The Farm and Ranch Division makes available to the local 
member stores a wide range of products necessary for the 
timely schedule of crop and livestock production.  Such 
products include garden tools, field sprayers, combine parts,
disc blades, baler twine, fencing material, and a full line of
livestock handling equipment.  SF Services, Inc. attempts to 
maintain a relationship with major manufacturers of these 
products in order to guarantee a consistent supply of quality 
products for its local members.

<PAGE>

Petroleum

This division provides petroleum products, including gasoline 
and diesel fuel, to its member stores.  SF Services, Inc. 
believes that it has a good relationship with suppliers having 
strong domestic crude sources, and that this will help SF 
Services, Inc. maintain a competitive position in the 
agricultural petroleum market.

Tires, Batteries and Automotive

The TBA Division supplies tires, batteries and other 
automotive accessories such as antifreeze and lubricants to
the member stores.  Products supplied by the TBA Division 
are for use in both farm equipment and personal vehicles.  
The division operates truck routes out of North Little Rock,
Arkansas to place and service batteries.  Farm lubricants 
are sold in both small containers as well as bulk containers.

Chemical

The Chemical Division provides to the local member stores 
various herbicides, crop protection chemicals, crop soil 
surfactants and other adjuvants for use in the production of 
such crops as rice, cotton, soybeans, wheat and sugar cane.  
The products are also utilized in the development and 
protection of pasture land.  The products are delivered in a 
full range of packaging including the delivery of bulk 
reusable containers.  This division also markets a 
full line of small package lawn and garden products.

The Chemical Division also disseminates information to the
local member stores concerning proper use of crop protection
products.  This includes information concerning container 
disposal, proper storage and application, contingency planning
as well as compliance with state and federal environmental 
regulations.

Fertilizer

The Fertilizer Division provides a full range of fertilizer 
products, services and marketing programs.  The fertilizer 
products handled by the Fertilizer Division include all 
nitrogen products as well as phosphate, potash and sulfur.  
In addition to fertilizer storage, the division has the 
capability to receive and unload barge loads of fertilizer 
products.  The division also has mixing and blending 
capabilities at its North Little Rock, Arkansas facility.  

<PAGE>

Seed

The Seed Division is responsible for marketing and distributing 
agricultural seed to SF Services, Inc.'s membership.  The 
division operates two seed processing and cleaning plants 
located in North Little Rock and Forrest City, Arkansas.  
Through these plants, the division contracts for the production 
of both public and proprietary brands of seed which is cleaned, 
processed and bagged at the plants following harvest.

Feed

The Feed Division is a basic manufacturer of livestock, 
aquaculture, horse and pet feeds.  A wide variety of specialized 
formulas are provided to meet the various needs of the dairy, 
livestock, catfish, horse and pet industries.  The division 
operates six feed mills located in North Little Rock and 
Fayetteville, Arkansas; Shreveport, Louisiana; and Lumberton, 
Greenville and Macon, Mississippi.

Animal Health

The Animal Health Division is responsible for the marketing and 
distribution of a full line of livestock pharmaceuticals and 
related products for the care of livestock.  This division 
compliments the Feed Division by providing health related 
products to the same customers using livestock, aquaculture, 
horse and pet feeds.

Warehouse and Transportation

The Warehouse and Transportation Division operates the 
primary product distribution center located in North Little 
Rock, Arkansas.  This division is responsible for the 
warehousing and delivery of SF Services, Inc.'s products 
sold to its customers.  The division maintains a fleet of 
truck tractors and trailers for its delivery function.

Field Services

The Field Services Division includes the departments of
Field Sales and Communications.  The Field Sales department
promotes SF Services, Inc.'s programs and product lines
at the local store level.  This department emphasizes
expansion of the SF Services, Inc.'s market area and
prepares and presents information to educate local 
cooperatives in a variety of areas including products
and practices, cooperative development and member services. 

The Communications department includes the functions of 
member and public relations, advertising coordination and 
program development.  The advertising coordination function
provides direct support to the member cooperatives when

<PAGE>

requested.  This support includes ad slicks, mail stuffers,
and other advertising material.  The member and public 
relations function is responsible for the planning and 
coordination of all SF Services, Inc.'s meetings held for
the local cooperatives.  This includes the SF Services, 
Inc.'s annual meeting, the summer cooperative managers' 
meeting and the annual product shows.  This division also 
represents SF Services, Inc. and the local member 
cooperatives in the development, promotion and coordination
of state and regional cooperative activities.

Corporate Services; Information Services; Credit and 
Financial Analysis; and General Corporate

These divisions encompass a variety of functions which are 
primarily administrative in nature.  The functions include 
finance, accounting, credit, strategic planning, facility and 
property management, risk management, employee benefits 
administration, and management support.

The Corporate Services Division also administers the
SF Services, Inc.'s health plan and 401(k) retirement 
plan.  These are multi-employer plans in which many of the 
local member cooperatives participate.  The division's risk 
management group is responsible for placing and servicing 
liability and casualty insurance for SF Services, Inc. and 
for many of the local member cooperatives.

Technical Services

Technical Services is responsible for research.  
Research may be either exploratory or for the scientific 
procurement of information.  This department is responsible
for the development and administration of the Technical 
Assistance Joint Venture Program and Tech Service program.  
These programs encompass agronomic and economic recommendations
to be used by local cooperatives and membership and 
coordination of marketing planning for both regional and local
cooperative management.  In addition, the department 
administers and disseminates information regarding government
regulatory agencies relating to environmental matters, 
OSHA and the Department of Transportation as may be applied 
to the operations of SF Services, Inc. and member cooperatives.
Assistance is given to testing and remediation of 
environmental problems when required.

Catfish Processing and Marketing

Catfish processing and marketing is located in Eudora, 
Arkansas.  Live catfish for processing are purchased 
from local farmer producers located in Arkansas, 
Mississippi and Louisiana.  Approximately 32.3 million 
pounds of live fish are purchased annually at a conversion
rate of about 45.4% yield resulting in approximately 14.8 

<PAGE>

million pounds of finished product.  Sales consist of frozen
and fresh ice pack whole and fillet product with about 60% 
frozen and 40% fresh.  Primarily sales are made through 
brokers to restaurant and grocery concerns.

ITEM  2:  PROPERTIES

The principal offices of SF Services, Inc. are located in 
North Little Rock, Arkansas.  SF Services, Inc.'s other 
facilities can be divided into two categories - distribution 
and processing.  The major distribution warehouse in North 
Little Rock, Arkansas is on a concrete tilt-up slab 
construction (280,000 square feet).  This centralized 
distribution warehouse serves SF Services Inc.'s Chemical; 
Farm Supply; TBA; Feed; Animal Health; and Seed divisions.  
The North Little Rock warehouse is supported by in-season 
product storage warehouses at Blytheville, Arkansas; Forrest 
City, Arkansas; Bunkie, Louisiana (a leased facility);
Evergreen, Louisiana; and Greenwood, Mississippi.
These metal warehouses are placed for quick product movement 
and could handle up to 50% more product in season.

The Fertilizer Division distributes dry fertilizer products 
from two warehouses in North Little Rock and one warehouse 
in Jonesboro, Arkansas, which have combined storage capacities 
of approximately 80,000 tons.  These wood and treated metal 
warehouses provide off-season and in-season storage.  In 
addition, approximately 50,000 tons of liquid fertilizer 
is distributed through equipment owned by the Company at six 
locations throughout Arkansas, Mississippi, and Louisiana, 
and approximately 55,000 tons through eleven leased facilities 
located in Arkansas, Louisiana, Mississippi, and Texas.  The 
fertilizer bagging facility in the North Little Rock, Arkansas 
warehouse can increase its production to supply additional 
demand.  All distribution warehouses are kept in good operating 
condition with an ongoing repair and maintenance program.

During 1995 the Company purchased property in Memphis, Tennessee 
and Greenville, Mississippi.  These properties are being used
to construct fertilizer terminal facilities on the Mississippi 
River.  Construction at the Memphis terminal (storage capacity 
51,500 tons) is expected to be complete in May 1997 and the 
Greenville terminal (storage capacity 43,000 tons) is expected 
to be complete in February 1997.

SF Services, Inc. operates six feed processing plants located 
in North Little Rock, Arkansas (80,000 tons at 100% capacity); 
Fayetteville, Arkansas (70,000 tons at 35% capacity); 
Shreveport, Louisiana (70,000 tons at 78% capacity); Macon, 
Mississippi (110,000 tons at 100% capacity); Lumberton, 
Mississippi (100,000 tons at 100% capacity) and Greenville, 
Mississippi (90,000 tons at 84% capacity).  The facilities 
at Fayetteville, Arkansas; Shreveport, Louisiana; Lumberton, 

<PAGE>

Mississippi; and Greenville, Mississippi are concrete mills, 
and the ones at North Little Rock, Arkansas; and Macon, 
Mississippi are of steel construction.  All mills are in good 
operating condition and are capable of running 100% of 
capacity without materially changing or adding additional 
equipment.

During the year ended October 31, 1996, the Seed Division 
operated two seed plants located in North Little Rock and 
Forrest City, Arkansas. Each plant has up-to-date cleaning 
equipment with adequate bulk and flat storage.  The production 
capacity of the North Little Rock, Arkansas plant is 160,000 
bushels and the capacity of the Forrest City, Arkansas plant 
is 650,000 bushels. The seed plant at North Little Rock, 
Arkansas operated on an as needed basis with nominal 
production for the fiscal year ended October 31, 1996.  The 
production of the Forrest City plant ran at 100% of capacity.

SF Services, Inc. acquired a manually operated catfish 
processing plant in December, 1992 located in Eudora, 
Arkansas.  The facility is constructed of concrete foundation 
and flooring with a metal building having offices, processing 
area, ice pack cooler storage and freezer storage.  Following 
the acquisition, the plant was upgraded to an automated 
operation through the addition of automated processing 
equipment and the installation of an ammonia freezing system 
and expanded freezer storage. The operating capacity of the 
Eudora Facility is 40 million live weight pounds annually using 
the current freezing and storage facility. 

SF Services, Inc. has numerous other miscellaneous properties 
which are leased to member cooperatives, subsidiaries, and 
unrelated third parties, as well as several tracts of 
undeveloped land. Some of the properties are used in subsidiary 
operations, some are used by member cooperatives, and others 
were acquired through foreclosures.

A listing of the locations of such properties by state and 
town follows:

Louisiana              Mississippi                 Arkansas
------------      --------------------------       ----------
Evergreen         Brookhaven    New Albany         Wynne 
Eunice            Canton        Raymond            Stuttgart
Winnsboro         Ellisville    Popularville       Augusta
Minden            Hattiesburg   Collins            El Dorado
Iowa              Natchez       Wiggins            
Mer Rouge         Belden        Madison
Moreauville       Inverness     Vicksburg
Farmerville

All of the facilities and properties listed in the above table 
are held in fee by SF Services, Inc.

<PAGE>

SF Services, Inc. believes that its facilities and properties 
are adequate for its current needs and for any anticipated 
future needs.

ITEM  3:   LEGAL PROCEEDINGS

None


ITEM  4:   SUBMISSION OF MATTERS TO A VOTE AND SECURITY 
           HOLDERS

No matters were submitted to a vote of security holders 
during the fourth quarter of the fiscal year covered by this 
report.

                            PART II

ITEM  5:   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND 
           RELATED STOCKHOLDER MATTERS

No market exists for trading of shares of SF Services, 
Inc.'s common stock.  SF Services, Inc.'s common stock 
cannot be transferred by the holders thereof without prior 
approval of the Board of Directors and then only to persons 
meeting the requirements to be a shareholder as specified in 
the bylaws.  No dividends may be paid on SF Services, Inc.'s 
common stock.

The number of shareholders of record for SF Services, Inc.'s 
common stock as of January 24, 1997 was 125.


ITEM  6:   SELECTED FINANCIAL DATA

The following is a summary of selected historical financial 
data of SF Services, Inc. as of and for the years ended October 
31, 1996, 1995, 1994, 1993 and 1992.  The financial data has 
been derived from the "Consolidated Financial Statements of 
SF Services, Inc.", which have been audited by Baird, Kurtz & 
Dobson, independent certified public accountants.
The financial data should be read in conjunction with the 
"Consolidated Financial Statements and Footnotes" included 
elsewhere herein.  Particular attention is directed to 
Footnote "Acquisitions."
<PAGE>
          Year Ended  Year Ended  Year Ended  Year Ended  Year Ended 
           October 31, October 31, October 31, October 31, October 31,
              1996        1995        1994        1993        1992 
           ----------  ----------  ----------  ----------  ----------
                            (Thousand Dollars)

NET SALES    $590,480    $530,821    $439,171    $382,545    $358,075

SAVINGS
 (LOSS)
 BEFORE
 EXTRA-
 ORDINARY
 ITEM        $  2,572    $  2,703    $  3,954    $  2,263    $  3,651

AT PERIOD END:

TOTAL 
 ASSETS      $192,622    $199,662    $159,527    $143,777    $134,529

LONG-TERM
 NOTES
 PAYABLE,
 NET OF
 CURRENT
 MATURITIES  $ 22,309    $ 19,843    $ 27,805    $ 30,986    $ 30,242

TOTAL
 LONG-TERM
 OBLIGATIONS $ 22,477    $ 20,072    $ 29,437    $ 32,221    $ 31,762


ITEM  7:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
           CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The primary products sold by SF Services, Inc., include 
processed catfish, farm supply products, animal and fish 
feeds, agricultural fertilizers, seeds and chemicals, and 
petroleum products.  These products are sold primarily to 
125 local cooperative retail stores serving the individual 
farmer producer, and other non-member customers.  Weather, 
federal farm programs, and commodity prices impact the 
unit demand for the products sold by SF Services, Inc.  
Primarily the seed, fertilizer, chemical and animal feed 
divisions may be impacted by seasonal changes, as well 
as variations in ingredient prices which create changes 
in the dollar volume of sales.  SF Services, Inc.'s 
business cycle is highly seasonal and can be advanced 
or delayed by wet, dry, hot, or cold weather conditions.

Total 1996 sales increased approximately 11.2% over the
previous year.  Increased sales were realized in Feed, 

<PAGE>

Fertilizer, Seed, and Petroleum, while decreases in sales
were realized in Animal Health, Farm and Ranch, Chemicals,
TBA, and Catfish Processing.  Further analysis of 
departmental sales is included under the comparative 
analysis between fiscal years which follows.

Cost of sales were 94.2% of sales in 1996 compared to 94.3%
in the previous year.  Further analysis of cost of sales
by department is included under the comparative analysis 
between fiscal years which follows.

As a result of the factors described in the two preceding
paragraphs, gross profit for the year ended October 31,
1996 increased approximately $4.4 million (14%).  Further
analysis of gross profit is included under the comparative
analysis between fiscal years which follows.

Other operating revenue increased approximately 260% over
the previous year.  This increase was due to additional 
service income generated by the retail locations due to 
increased business activities, additional revenue generated
by the finance subsidiary, and increased revenue generated
by moving more product through the Company's facilities.

Net savings decreased $131,102 (5%).  This decrease was
due primarily to increased operating expenses and increased
income tax expense, offset by the gain on sales of MCC stock.


On August 22, 1994, Mississippi Chemical Corporation ("MCC"),
formerly a Cooperative, became a public entity and the
Company's investment in common stock and allocated equities 
of MCC were converted to common stock in the new entity.  
Effective July 1, 1994, the Company ceased to receive 
patronage refunds from MCC on business done with MCC 
subsequent to July 1, 1994.

During 1996, the Company sold 1,525,720 shares of MCC stock.
The sales resulted in a gain of $17,863,024 on proceeds of 
$34,027,573.

Subsequent Events

On December 31, 1996, the Company purchased the assets of
Matthews of Monette, Inc., a wholesale and retail fuel 
business located in Arkansas, for approximately $9.4 
million. This acquisition is expected to add approximately
$45 million in annual sales to the Company.  The new 
operation will be operated under the name "Northeast 
Arkansas Oil Company, LLC", a newly formed, wholly-owned 
subsidiary.

<PAGE>

Comparative Analysis of the Fiscal Year Ended October 31, 1996
to the Fiscal Year Ended October 31, 1995

Net sales for the fiscal year ended October 31, 1996 
increased approximately 11.2% over the prior year.  This 
increase was attributable to the following factors:

Farm and Ranch sales decreased approximately 8% due to the
severe decline in the price of beef cattle, which caused
producers to reduce their purchases.  Gross margin
increased to 9.4% of sales compared to 9.1% in the prior
year.  This increase was mainly due to better purchasing
and product positioning.

Feed sales increased approximately 27% over the previous year
due primarily to increased feed prices caused by the higher
cost of ingredients.  Total tons sold increased approximately
25,000 tons (5.6%) due to a gain in market share.  Gross 
margin decreased approximately $926,000 due to higher 
ingredient costs which were not passed on to the customer.

Animal Health sales decreased approximately 4% due to 
the lower livestock prices, which caused producers to reduce
their purchases.  The lower live stock prices also caused
significant liquidation of cow/calf units in the trade area.
Gross margin as a percent of sales decreased to 10.25% from
10.5% in the previous year.  This decrease was due to 
competitive pressure for the fewer livestock units in the
market.

TBA sales decreased approximately 3% due to the late passing
of the Farm Bill which caused producers to reduce purchases.
The decrease was also caused by some loss of market share due
to strong competitive pricing from tire manufacturers.  Gross
margin as a percent of sales remained approximately the same
as experienced in the previous year.

Petroleum sales increased approximately 86%.  This increase
was due to a gain in market share which was lost in previous
years because of competitive pricing and  a lack of sufficient
transportation.  Also, sales of diesel fuel used in irrigation
wells realized a strong increase due to the dry summer
weather.  Total gallons sold increased approximately 65% to 
115 million gallons.  Gross margin as a percent of sales 
decreased to 2.0% from 2.7% in the previous year.  This 
decrease was due to changes in suppliers' volume rebate 
purchase programs.

Fertilizer sales increased approximately 7% due to a gain
in market share.  Total tons sold increased approximately
104,000 tons (13%).  Gross margin as a percent of sales was
5.1% compared to 2.6% in the previous year.  This increase was
due to more favorable market conditions than were experienced 
in the previous year.  Also, more product was sold through 
the Company's facilities, which generates more margin.

<PAGE>

Chemical sales decreased approximately 11% due to changes in
cropping patterns in the trade area.  More corn acres were
planted at the expense of cotton, which requires more
chemical applications.  Gross margin as a percent of sales
increased to 6.3% from 5.9% in the previous year.  This
increase was due to an effort to increase margins to offset
the decline in sales volume.

Seed sales increased approximately 21% because of cotton being
replaced by corn, which has a higher unit value than cotton.
Also, sales of soybean and wheat seed increased.  Gross margin
as a percent of sales increased to 10.0% from 9.1% in the 
previous year.  This increase was due to increased 
proprietary seed sales, which carry a higher margin than 
public variety products.  The introduction of biotechnology
seed products also provided the opportunity to increase 
margins.

Processed catfish sales decreased approximately 3% due to 
lower processing levels caused by a lack of quality fish
available for processing.  Gross margin decreased 
approximately $2.1 million due to higher live fish cost
caused by the inadequate supply of quality fish, and a
higher per unit processing cost caused by the inefficiency
of lower processing levels.

Operating expenses increased approximately 47.5% over the
previous year.  This increase was due to the following 
factors:  (1) increased expenses of the retail group due 
to new locations ($826,000), and increased business activity
($1.2 million), (2)  increased information services costs 
associated with the implementation of a new computer system
($1.1 million), (3) increased costs associated with the new
fertilizer terminal operations ($1.1 million), (4) increased
costs associated with additional petroleum transportation
operations ($487,000), (5) the addition of the new office
building ($273,000), and (6) the asset value adjustments
($5.5 million).

During 1996, the Company recognized expenses of approximately
$5.0 million to reduce the carrying value of the Eudora, 
Arkansas catfish processing plant and the Greenville, 
Mississippi feed mill, the values of which have been impaired
due to continued losses resulting from excessive operating
costs.  Also, during 1996 the Company recognized expenses of
approximately $516,000 to reduce the carrying value of various
abandoned properties.  The amount of the impairments were 
estimated based on appraisals performed during the year and
expected future cash flows.  These estimates could change 
materially in the future.

<PAGE>

Comparative Analysis of the Fiscal Year Ended October 31, 1995
to the Fiscal Year Ended October 31, 1994

Net sales for the fiscal year ended October 31, 1995 
increased approximately 20.9% over the prior year.  This 
increase was attributable to the following factors:

Farm and Ranch sales increased approximately 13% due to 
gaining additional business with existing accounts and the
establishment of new accounts in the Texas, Oklahoma, and
Kansas regions.  Gross margins increased due to economies
gained from more business in certain groups, primarily
fencing and livestock feeding and handling equipment.

Feed sales increased approximately 2.4% over the previous
year due primarily to an increase in catfish feed usage.
Feed sales increased by approximately 30,000 tons over the 
previous year.  Gross margin increased approximately 6.4% due
to favorable price positions for ingredients purchased.

Animal Health sales increased approximately 3% due to 
aggressive sales programs by manufacturer's and the Company's
sales force.  Gross margins increased due to meeting
manufacturer's rebate goals resulting in lower product cost.

TBA sales increased approximately 24% because of the DPF
merger and an increase in market share due to advanced
forecasting programs.  Gross margins increased approximately
26% due to achieving higher rebate levels with most suppliers.

Petroleum sales increased approximately 3% due to the DPF
merger and a strong sales program which helped the Company
gain market share.  Total petroleum sales increased
approximately 764,000 gallons.  Gross margin increased due to 
higher volume rebate programs from refinery suppliers.

Fertilizer sales increased 34% due to the DPF merger and 
increased sales to non-member accounts.  Fertilizer sales
increased approximately 183,000 tons over the previous year.
Gross margin decreased due to the loss of MCC patronage
rebates and losses on fertilizer sales due to unfavorable
market prices following an anticipated shortage of nitrogen
products.

Chemical sales increased approximately 36% due to the DPF
merger and gaining additional business with established
accounts.  Gross margins increased due to higher dealer
commissions received based on higher volume.

Seed sales increased approximately 8% due mainly to the 
DPF merger.  Gross margin as a percent of sales decreased
because of fewer acres planted in corn, a higher gross
margin product compared to cotton, rice, and soybeans.

<PAGE>

Processed catfish sales increased approximately 24% due to 
a higher demand for processed catfish combined with a higher
price per pound.  Gross margin decreased due to the higher
cost of live fish.

Operating expenses increased approximately 22% over the
previous year.  This increase was due to the following
factors:  (1) additional costs associated with the DPF
merger ($2,500,000), (2) increased expenses of the retail
group due to increased business activity ($677,000), (3)
higher expenses at the catfish processing facilities due
to higher production levels ($156,000), and (4) a combination
of miscellaneous other costs necessary to service the rapid
growth in sales ($2,150,000).

Interest expense increased 50.4% over the previous year.
Increases in sales, inventories, accounts receivable, and
capital expenditures resulted in the need for higher
seasonal borrowing on the Company's loan with CoBank, ACB
("CoBank").


Liquidity and Capital Resources

Cash used in operating activities was approximately $27.1 
million in 1996 compared to approximately $22.4 million
used in the previous year.  This increase was due primarily
to lower operating profits and increased inventories, primarily
fertilizer.  Cash provided by investing activities was 
approximately $23 million in 1996 compared to approximately 
$7.7 million in the prior year.  This increase was due 
to the sale of the investment in MCC, partially offset 
by the purchase of additional property and equipment.  
Cash provided by financing activities was approximately 
$6.6 million in 1996 compared to approximately $14.2 
million in the previous year.  This decrease was due to a 
lower increase in debt than was required in the previous year.

During 1996, the Company sold 1,525,720 shares of MCC stock 
resulting in a gain of $17,863,024 on proceeds of 
$34,027,573.  Proceeds from the stock sales were used to 
pay down the seasonal and term debt.

On January 31, 1996 the Company purchased substantially all 
of the assets of Farmers Service (AAL), Sumner, Mississippi, 
a member cooperative, for approximately $1.3 million.  During 
1995, Farmers Service had purchases of approximately $3.6 
million from the Company.

The allowance for doubtful accounts increased to $950,000 
from $294,814.  Analysis of the current accounts and a 
review of collection history does not indicate that losses 
would be expected to exceed the current reserve balance.

<PAGE>

During 1996, the Company invested approximately $10.4 million
in additional fixed assets, including $4.4 million at the
Greenville, Mississippi and Memphis, Tennessee fertilizer
terminals, and $2.7 million for a new computer system and
operating software.  In 1997, the Company expects to invest
an additional $2.1 million in the fertilizer terminals,
and an additional $1.2 million for the computer system.  
Approximately $2.5 million of capital expenditures for the
replacement of depreciated assets are expected to be made 
in the 1997 fiscal year.

The Company has recorded a deferred tax asset of $1,980,582
at the 1996 fiscal year end.  The deferred tax asset is 
recognized for the tax effects of differences between the
financial statement and tax basis of assets and liabilities
related to non-patronage income.  The deferred tax asset 
includes a $500,000 valuation allowance.  A valuation 
allowance is established to reduce the deferred tax asset
if it is more likely than not that a deferred tax asset will
be realized.  In setting the valuation allowance for 
realization of deferred tax assets, management uses a tax
planning strategy that recognizes the benefits of
impairment losses deductible in the future based on 
available refunds of previously paid tax.

Historically, most of SF Services, Inc.'s financing has been 
with CoBank.  CoBank has provided the Company with an $80 
million seasonal line of credit , of which approximately $65.6
million was used at October 31, 1996.  The Company also 
has $22,677,750 in term loans with CoBank with annual payments 
of $2,557,250.  During 1996, the Company obtained a formal 
waiver from CoBank with respect to covenant violations 
concerning the current ratio.  The Company is currently 
negotiating with CoBank to provide an additional $9.4 million 
in term loans to finance the acquisition of Matthews of 
Monette, Inc. and the Company's other capital projects.  With
the addition of the Matthews of Monette, Inc. acquisition, 
the Company has completed its expansion plans and will concentrate
on the profitability of existing operations.  Management believes
that the current line of credit will provide sufficient liquidity
for current and future operating levels.



<PAGE>
ITEM  8:   FINANCIAL STATEMENTS

Independent Accountants' Report

Board of Directors
SF Services, Inc.
North Little Rock, Arkansas

We have audited the accompanying consolidated balance sheets 
of SF SERVICES, INC. as of October 31, 1996 and 1995, and the 
related consolidated statements of income, changes in members' 
equity and cash flows for each of the three years in the 
period ended October 31, 1996 and the financial statement 
schedule included in Item 14(a)(2).  These financial statements
and schedule are the responsibility of the Cooperative's 
management.  Our responsibility is to express an opinion on 
these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial 
statement presentation.  We believe our audits provide a 
reasonable basis for our opinion.

In our opinion, the consolidated financial statements 
referred to above present fairly, in all material respects,
the financial position of SF SERVICES, INC. as of October 31,
1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended October 
31, 1996, in conformity with generally accepted accounting 
principles.  Also, In our opinion, the financial statement 
schedule referred to above, when considered in relation to 
the basic financial statements taken as a whole, present 
fairly, in all material respects, the information required 
to be included therein.

As discussed in Note 19 to the consolidated financial 
statements, in 1996 the Cooperative adopted the provisions 
of Statement of Financial Accounting Standards No. 121, 
"Accounting for the Impairment of Long-lived Assets and for 
Long-lived Assets to be Disposed Of ".  The Cooperative, in
1994, adopted the provision of Statement of Financial 
Accounting Standards No. 115 in accounting for its 
marketable securities.

/s/ Baird, Kurtz, & Dobson

Little Rock, Arkansas
December 20, 1996
<PAGE>

                     CONSOLIDATED BALANCE SHEETS

                      OCTOBER 31, 1996 AND 1995


ASSETS

                                         1996            1995
                                    ------------    ------------
CURRENT ASSETS
 Cash                               $  3,214,419    $    645,379
 Marketable securities                                34,176,546
 Accounts receivable, less 
  allowance for doubtful 
  accounts; October 31, 1996 -
  $950,000, October 31, 1995 - 
  $294,814                            40,768,809      44,183,592
 Accounts receivable - other           6,287,292       2,556,446
 Note receivable - current portion     2,184,287         929,016
 Inventories                          84,215,934      67,277,893
 Patronage distributions receivable      168,147         118,407
 Deferred income taxes - current         834,738
 Other                                 1,253,263         991,159
                                    ------------    ------------
     Total Current Assets            138,926,889     150,878,438
                                    ------------    ------------

INVESTMENTS AND LONG-TERM
  RECEIVABLES
 Notes receivable                      3,154,281       2,977,192
 Investments in other cooperatives    12,974,801      11,662,378
 Deferred income taxes - long term     1,145,844
                                    ------------    ------------
                                      17,274,926      14,639,570
                                    ------------    ------------

PROPERTY AND EQUIPMENT, At Cost
 Land and improvements                 3,594,565       4,179,756
 Buildings                            19,236,628      22,573,718
 Machinery and equipment              20,438,434      24,110,260
 Automobiles and trucks                1,478,513       1,313,104
 Furniture and fixtures                4,636,169       1,307,315
 Construction in progress              8,269,079
                                    ------------    ------------
                                      57,653,388      53,484,153
 Less accumulated depreciation        21,996,709      20,007,598
                                    ------------    ------------
                                      35,656,679      33,476,555
                                    ------------    ------------

OTHER ASSETS                             763,565         667,326
                                    ------------    ------------

                                    $192,622,059    $199,661,889
                                    ============    ============
<PAGE>
LIABILITIES AND MEMBERS' EQUITY

                                        1996            1995
                                   ------------    ------------
CURRENT LIABILITIES
 Note payable                      $ 65,582,931    $ 65,432,437
 Interest payable                       222,015         110,235
 Debentures                           1,342,009       1,383,209
 Current maturities of 
  long-term debt                      3,013,819       2,820,453
 Accounts payable                    29,094,690      23,261,092
 Patronage distributions and 
  capital stock retirements 
  to be paid in cash                                  4,000,000
 Deferred income taxes                                8,368,554
 Patrons' deposits                   14,175,462       9,701,825
 Accrued expenses                     4,287,813       2,851,057
 Income taxes payable                   739,683         781,958
                                   ------------    ------------
 Total Current Liabilities          118,458,422     118,710,820
                                   ------------    ------------

LONG-TERM DEBT                       22,309,220      19,842,812
                                   ------------    ------------

OTHER LIABILITIES                       168,200         229,406
                                   ------------    ------------


MEMBERS' EQUITY
 Capital stock
  Class "A" preferred                 2,079,600       2,139,400
  Class "B" convertible preferred       676,400         676,400
  Common stock                          125,000         127,000
  Capital certificates                  157,399         157,399
 Unrealized gain on securities 
  reported at fair value, net 
  of tax of $6,956,151 in 1995                       11,055,632
 Retained earnings (deficit)            809,478      (1,631,647)
 Allocated equities                  47,838,340      48,354,667
                                   ------------    ------------
                                     51,686,217      60,878,851
                                   ------------    ------------
                                   $192,622,059    $199,661,889
                                   ============    ============

See Notes to Consolidated Financial Statements


<PAGE>
                        SF SERVICES, INC.

                 CONSOLIDATED STATEMENTS OF INCOME

             YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994


                                 1996          1995          1994     
                            ------------   ------------   ------------
NET SALES                   $590,480,357   $530,820,976   $439,171,314

COST OF GOODS SOLD           556,030,450    500,731,715    410,099,611
                            ------------   ------------   ------------
GROSS PROFIT                  34,449,907     30,089,261     29,071,703

OTHER OPERATING REVENUE        1,957,519        542,926        432,671
                            ------------   ------------   ------------
GROSS MARGIN AND OTHER 
 OPERATING  REVENUE           36,407,426     30,632,187     29,504,374

OPERATING EXPENSES            44,458,673     30,131,789     24,648,408
                            ------------   ------------   ------------
INCOME (LOSS) FROM
 OPERATIONS                   (8,051,247)       500,398      4,855,966
                            ------------   ------------   ------------
OTHER INCOME (EXPENSE)
 Interest income               1,592,666      1,526,514      1,054,460
 Interest expense             (5,939,801)    (6,396,350)    (4,252,638)
 Dividend income                 123,154        530,037
 Miscellaneous                   662,240        146,070        257,603
 Gain on sale of MCC stock    17,863,024      8,590,955      2,038,728
                            ------------   ------------   ------------
                              14,301,283      4,397,226       (901,847)
                            ------------   ------------   ------------

SAVINGS BEFORE INCOME TAXES    6,250,036      4,897,624      3,954,119

PROVISION FOR INCOME TAXES     3,677,875      2,194,361
                            ------------   ------------   ------------
NET SAVINGS                 $  2,572,161   $  2,703,263   $  3,954,119
                            ============   ============   ============

NET SAVINGS APPLIED TO:
 Allocated equities
  Capital equity credits    $              $              $  4,215,923
  Cash                                        1,699,111      1,870,253
                            ------------   ------------   ------------
                                              1,699,111      6,086,176
 Retained earnings             2,572,161      1,004,152     (2,132,057)
                            ------------   ------------   -------------
                            $  2,572,161   $  2,703,263   $  3,954,119
                            ============   ============   ============

See Notes to Consolidated Financial Statements
<PAGE>

                           SF SERVICES, INC.

         CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

                YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994


                                 Convertible
                      Preferred   Preferred    Preferred    Preferred
                        Stock       Stock        Stock        Stock
                      Class "A"    Class "B"     Class "C"    Class "D"
                    ----------    ----------  -----------   -----------
BALANCE, 
 OCTOBER 31, 1993   $ 2,189,300   $ 676,400   $ 1,780,861   $ 1,736,200

ISSUANCE OF STOCK

NET SAVINGS

CAPITAL EQUITY 
 CREDITS ISSUED 
 AS PATRONAGE 
 DISTRIBUTIONS

CAPITAL EQUITY 
 CREDITS PAID

RETIREMENT OF
 COMMON STOCK

PREFERRED STOCK
 DIVIDENDS

RETIREMENT OF
 PREFERRED STOCK                               (1,780,861)     (173,620)

OFFSET AGAINST
 ACCOUNTS
 RECEIVABLE

CHANGE IN
 UNREALIZED
 GAIN OR LOSSES
                    -----------   ----------  ------------  -----------
BALANCE,
 OCTOBER 31, 1994     2,189,300     676,400            -0-    1,562,580
                    -----------   ----------   -----------  -----------
ISSUANCE OF STOCK

NET SAVINGS

<PAGE>

CAPITAL EQUITY
 CREDITS ISSUED
 AS PATRONAGE
 DISTRIBUTIONS

MERGER WITH 
 DELTA 
 PURCHASING
 FEDERATION (AAL)

CAPITAL EQUITY
 CREDITS PAID

RETIREMENT OF
 COMMON STOCK

PREFERRED STOCK
 DIVIDENDS

RETIREMENT OF
 PREFERRED STOCK        (49,900)                             (1,562,580)

RETIREMENT OF
 ALLOCATED
 EQUITIES

CHANGE IN
 UNREALIZED
 GAIN OR LOSSES
                    -----------   -----------  ----------   ----------
BALANCE,
 OCTOBER 31, 1995   $ 2,139,400   $   676,400  $      -0-   $      -0-
                    -----------   -----------  ----------   ----------
ISSUANCE OF STOCK

NET SAVINGS

RETIREMENT OF
 COMMON STOCK

PREFERRED STOCK
 DIVIDENDS

RETIREMENT OF
 PREFERRED STOCK        (59,800)

RETIREMENT OF
 ALLOCATED
 EQUITIES

OFFSET AGAINST
 ACCOUNTS
 RECEIVABLE

<PAGE>

CHANGE IN 
 UNREALIZED
 GAIN OR LOSSES

BALANCE,            -----------   ----------  ------------   ----------
 OCTOBER 31, 1996   $ 2,079,600   $  676,400  $        -0-   $      -0-
                    ===========   ==========  ============   ==========

See Notes to Consolidated Financial Statements


                         SF SERVICES, INC.

   CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued)

             YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994

                                                         RETAINED
                          CAPITAL        COMMON          EARNINGS
                         CERTIFICATES     STOCK         (DEFICIT)
                         ------------   ------------   ------------
BALANCE,
 OCTOBER 31, 1993        $    157,399   $    127,000   $   (233,200)

ISSUANCE OF STOCK                              2,000

NET SAVINGS                                               3,954,119

CAPITAL EQUITY
 CREDITS ISSUED
 AS PATRONAGE
 DISTRIBUTIONS                                           (6,086,176)

CAPITAL EQUITY
 CREDITS PAID    

RETIREMENT OF
 COMMON STOCK                                 (6,000)

PREFERRED STOCK
 DIVIDENDS                                                 (136,521)

RETIREMENT OF
 PREFERRED STOCK

OFFSET AGAINST
 ACCOUNTS
 RECEIVABLE

CHANGE IN 
 UNREALIZED
GAIN OR LOSSES
                         ------------   ------------   ------------
<PAGE>

BALANCE,
 OCTOBER 31, 1994        $    157,399   $    123,000   $ (2,501,778)
                         ------------   ------------   ------------
ISSUANCE OF STOCK                              7,000

NET SAVINGS                                               2,703,263

CAPITAL EQUITY
 CREDITS ISSUED
 AS PATRONAGE
 DISTRIBUTIONS                                           (1,699,111)

MERGER WITH
 DELTA
 PURCHASING
 FEDERATION (AAL)

CAPITAL EQUITY
 CREDITS PAID

RETIREMENT OF
 COMMON STOCK                                 (3,000)

PREFERRED STOCK
 DIVIDENDS                                                 (134,021)

RETIREMENT OF
 PREFERRED STOCK

RETIREMENT OF
 ALLOCATED
 EQUITIES

CHANGE IN
 UNREALIZED
 GAIN OR LOSSES

                         ------------   ------------   ------------
BALANCE,
 OCTOBER 31, 1995        $    157,399   $    127,000   $ (1,631,647)
                         ------------   ------------   ------------
ISSUANCE OF STOCK                              2,000

NET SAVINGS                                               2,572,161

RETIREMENT OF
 COMMON STOCK                                 (4,000)

PREFERRED STOCK
 DIVIDENDS                                                 (131,036)

RETIREMENT OF
 PREFERRED STOCK

<PAGE>

RETIREMENT OF
 ALLOCATED
 EQUITIES

OFFSET AGAINST
 ACCOUNTS
 RECEIVABLE

CHANGE IN
 UNREALIZED
 GAIN OR LOSSES
                         ------------   ------------   ------------
BALANCE,
 OCTOBER 31, 1996        $    157,399   $    125,000   $    809,478
                         ============   ============   ============

See Notes to Consolidated Financial Statements


                       SF SERVICES, INC.

   CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued)

             YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994


                                         UNREALIZED
                                          GAIN ON
                                         SECURITIES
                          ALLOCATED      REPORTED AT   
                          EQUITIES       FAIR VALUE       TOTAL
                         ------------   ------------   ------------
BALANCE,
 OCTOBER 31, 1993        $ 41,277,575   $        -0-   $ 47,711,535

ISSUANCE OF STOCK                                             2,000

NET SAVINGS                                               3,954,119

CAPITAL EQUITY
 CREDITS ISSUED
 AS PATRONAGE
 DISTRIBUTIONS              6,086,176

CAPITAL EQUITY
 CREDITS PAID              (1,870,253)                   (1,870,253)

RETIREMENT OF
 COMMON STOCK                                                (6,000)

PREFERRED STOCK
 DIVIDENDS                                                 (136,521)

<PAGE>

RETIREMENT OF
 PREFERRED STOCK                                         (1,954,481)

OFFSET AGAINST
 ACCOUNTS
 RECEIVABLE                  (447,286)                     (447,286)

CHANGE IN
 UNREALIZED
 GAIN OR LOSSES                            8,936,166      8,936,166

BALANCE,                 ------------   ------------   ------------
 OCTOBER 31, 1994        $ 45,046,212   $  8,936,166   $ 56,189,279
                         ------------   ------------   ------------
ISSUANCE OF STOCK                                             7,000

NET SAVINGS                                               2,703,263

CAPITAL EQUITY
 CREDITS ISSUED
 AS PATRONAGE
 DISTRIBUTIONS              1,699,111

MERGER WITH
 DELTA
 PURCHASING
 FEDERATION (AAL)           4,498,888                     4,498,888

CAPITAL EQUITY
 CREDITS PAID              (1,699,111)                   (1,699,111)

RETIREMENT OF
 COMMON STOCK                                                (3,000)

PREFERRED STOCK
 DIVIDENDS                                                 (134,021)

RETIREMENT OF
 PREFERRED STOCK            1,110,456                      (502,024)

RETIREMENT OF
 ALLOCATED
 EQUITIES                  (2,300,889)                   (2,300,889)

CHANGE IN
 UNREALIZED
 GAIN OR LOSSES                            2,119,466      2,119,466
                         ------------   ------------   ------------
BALANCE,
 OCTOBER 31, 1995        $ 48,354,667   $ 11,055,632   $ 60,878,851
                         ------------   ------------   ------------
ISSUANCE OF STOCK                                             2,000

NET SAVINGS                                               2,572,161

<PAGE>

RETIREMENT OF
 COMMON STOCK                                                (4,000)

PREFERRED STOCK
 DIVIDENDS                                                 (131,036)

RETIREMENT OF
 PREFERRED STOCK                                            (59,800)

RETIREMENT OF
 ALLOCATED
 EQUITIES                    (418,836)                     (418,836)

OFFSET AGAINST
 ACCOUNTS
 RECEIVABLE                   (97,491)                      (97,491)

CHANGE IN 
 UNREALIZED
 GAIN OR LOSSES                          (11,055,632)   (11,055,632)
                         ------------   ------------   ------------
BALANCE,
 OCTOBER 31, 1996        $ 47,838,340   $        -0-   $ 51,686,217
                         ============   ============   ============

See Notes to Consolidated Financial Statements


                             SF SERVICES, INC.

                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994


                               1996           1995         1994
                           ------------   ------------   ------------
CASH FLOWS FROM
 OPERATING ACTIVITIES
  Net savings              $  2,572,161   $  2,703,263   $  3,954,119
  Items not requiring 
  (providing) cash:
   Depreciation and
    amortization              2,239,498      2,951,534      2,514,779
   Non-cash portion of 
    patronage dividends
    received from
    cooperatives             (1,614,598)    (1,284,542)    (1,981,154)
   (Gain) loss on sale 
    of fixed assets             (67,348)      (202,182)        36,291
   Gain on sale of
    investment              (17,863,024)    (8,590,955)    (2,038,728)
   Deferred income taxes     (3,392,985)     1,412,403

<PAGE>
   Writedown of fixed
    assets for impairment     5,497,348
  Changes in operating 
   assets and liabilities,
   net of effects from
   acquisition of Delta
   Purchasing Federation
   (AAL) assets:
    Accounts payable          1,833,597     (2,580,816)    5,819,531
    Accrued expenses          1,548,535        104,653    (1,085,774)
    Accounts receivable       3,317,292     (6,979,362)   (3,471,946) 
    Inventories             (16,938,041)   (11,918,494)   (7,307,029)
    Other current assets        570,208      1,329,734       124,780
    Accounts receivable
     - other                 (3,730,846)      (903,365)      536,183
    Due from broker                            131,868       (57,028)
    Patronage distributions
     receivable                 (49,740)       (11,349)      (39,478)
    Income taxes payable        (42,275)       749,636
    Other assets               (928,551)       828,656        339,542
    Other liabilities           (61,206)      (144,804)       397,159
                           ------------   ------------   ------------
     Net cash used in
      operating activities  (27,109,975)   (22,404,122)    (2,258,753)
                           ------------   ------------   ------------

CASH FLOWS FROM 
 INVESTING ACTIVITIES
  Purchase of stock in
   other cooperatives                                      (1,200,050)
  Purchase of property
   and equipment            (10,449,820)   (13,465,151)    (2,533,957)
  Proceeds from sale 
   of property and 
   equipment                    600,198      2,578,737      2,602,251
  Net cash received in
   the acquisition of
   Delta Purchasing 
   Federation (AAL)
   assets                                      977,428
  Proceeds from investment
   redemption and sale       34,329,962     18,455,358     10,208,374
  Advances on notes
   receivable                (2,502,060)    (1,371,933)      (799,553)
  Collections on notes
   receivable                 1,069,700        510,904        689,844
                           ------------   ------------   ------------
   Net cash provided by
    investing activities     23,047,980      7,685,343      8,966,909
                           ------------   ------------   ------------
CASH FLOWS FROM
 FINANCING ACTIVITIES
  Issuance of common stock        2,000          7,000          2,000

<PAGE>
  Preferred stock
   dividends                   (131,036)      (134,021)      (136,521)
  Patronage dividends paid
   and retirement of
   preferred stock              (59,800)    (4,428,170)      (691,401)
  Repurchase of common
   stock                         (4,000)        (3,000)        (6,000)
  Retirement of allocated
   equities                    (418,836)
  Proceeds from
   borrowings               191,317,056    197,981,565    135,244,378
  Repayment of 
   borrowings              (188,547,986)  (176,528,060)  (140,478,845)
  Net change in
   deposits                   4,473,637     (2,714,022)        (1,322)
                           ------------   ------------   ------------
 Net cash provided 
   by (used in) financing
   activities                 6,631,035     14,181,292     (6,067,711)
                           ------------   ------------   ------------
NET INCREASE (DECREASE)
 IN CASH AND 
 CASH EQUIVALENTS             2,569,040       (537,487)       640,445

CASH AND CASH 
 EQUIVALENTS, BEGINNING
 OF YEAR                        645,379      1,182,866        542,421
                           ------------   ------------   ------------
CASH AND CASH 
 EQUIVALENTS,
 END OF YEAR               $  3,214,419   $    645,379   $  1,182,866
                           ============   ============   ============

See Notes to Consolidated Financial Statements



NOTE 1:  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT 
         ACCOUNTING POLICIES

Nature of Business

SF Services, Inc. and subsidiaries sell seed, feed, fertilizer,
chemicals, petroleum, lubricants, tires, batteries, 
accessories, and farm supplies and provide related services
to members and patrons of the Cooperative and its subsidiaries.
One subsidiary processes and markets catfish purchased from
area producers.

The Cooperative and its subsidiaries sell to members, patrons
and wholesale entities in Alabama, Arkansas, Louisiana, 
Kansas, Mississippi, Texas, Oklahoma and Missouri on an 
unsecured credit basis.

<PAGE>

Principles of Consolidation

The consolidated financial statements include the accounts 
of the Cooperative and its wholly-owned subsidiaries, AgGrow
Finance, Inc., SFA, Inc., SF Technical Services, Inc. and 
Southern Farm Fish Processors, Inc.  Included with SFA, Inc.,
are its wholly-owned subsidiaries SFA of Louisiana, Inc., and
SFA of Mississippi, Inc., which were formed on April 22, 1995
for retail operations in the respective states.  All 
significant intercompany accounts and transactions have been
eliminated in consolidation.

Inventories

Grains, seed and petroleum inventories are stated at the 
lower of cost or market, weighted average method.  
Realized and unrealized gains and losses on futures 
contracts used to hedge these inventories are deferred until
the related inventories are sold, but are considered in the 
lower of cost or market calculations.  The Cooperative hedges
these particular inventories to the extent considered 
practical for minimizing risk from market price fluctuations.

The remaining inventories are stated at the lower of cost or
market, weighted average method.

A summary of inventories follows:

                                       1996            1995
                                   ------------     ------------
Purchased items held for resale    $ 78,816,793     $ 60,443,652

Manufactured feed and 
 feed ingredients                     3,174,337        2,859,315

Processed catfish                     2,224,804        3,974,926
                                   ------------     ------------
                                   $ 84,215,934     $ 67,277,893
                                   ============     ============


Property and Equipment

Depreciation is provided for primarily by the straight-line 
method using the following estimated useful lives:

                                         Useful Lives 
                                         ------------
Buildings and improvements               5 - 33 years
Machinery and equipment                  2 - 20 years
Automobiles and trucks                   3 -  5 years
Furniture and fixtures                   5 - 15 years

<PAGE>

Patrons' Equities

In accordance with its bylaws, the Cooperative allocates
net savings to its patrons, based on income determined for
financial reporting purposes, in cash, and certificates of 
equity in proportions determined by its Board of Directors.

New members are issued one share of common stock.  At any 
time a member ceases to be active, such shares are redeemed 
at par value.

The Cooperative capitalizes interest costs as a component of
construction in progress, based on the weighted average rates
paid for long-term borrowings.  Total interest incurred (net
of patronage refunds) each year was:


                                1996          1995          1994
                            -----------   ------------   -----------
Interest costs capitalized  $   479,943   $              $
Interest costs charged
  to expense                  5,939,801     6,396,350      4,252,638
                            -----------   ------------   -----------
Total interest incurred     $ 6,419,744   $ 6,396,350    $ 4,252,638
                            ===========   ===========    ===========

Income Taxes

The Cooperative, as a non-exempt cooperative, is taxed on 
non-patronage margins and any patronage margins not paid or 
allocated to patrons.  Consistent with industry practice, 
deferred income taxes are not provided for temporary tax 
differences associated with patronage earnings.  The 
Cooperative's subsidiaries are not required to pay or 
allocate margins to patrons and, therefore, are taxed on 
applicable margins and are able to retain all tax benefits 
related to losses to the extent such benefits are recoverable
from prior taxes paid.

Deferred tax liabilities and assets are recognized for the 
tax effects of differences between the financial statement and
tax basis of assets and liabilities related to non-patronage 
margins and unrealized gain on marketable securities.  A 
valuation allowance is established to reduce deferred tax 
assets if it is more likely than not that a deferred tax 
asset will not be realized.

Temporary tax differences relate principally to non-qualified
patronage distributions received from other cooperatives, 
inventories, depreciation on property and equipment, valuation
of property and equipment, accrued expenses, and market value
over tax basis of marketable securities. 

<PAGE>

Use of Estimates

The preparation of financial statements in conformity with 
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those 
estimates.

NOTE 2:  ACCOUNTS RECEIVABLE - OTHER

Accounts receivable - other consisted of the following:

                                     1996              1995
                                 ------------      ------------
Vendor rebates                    $ 2,322,396       $ 2,556,446
Other                               1,855,896
Proceeds from new leases            2,109,000
                                 ------------      ------------
                                  $ 6,287,292       $ 2,556,446
                                  ===========       ===========

NOTE 3:  MARKETABLE SECURITIES

On August 22, 1994, Mississippi Chemical Corporation (MCC), 
formerly a Cooperative, became a public entity and the 
Cooperative's investment in common stock, and allocated 
equities of MCC were converted to common stock in the new 
entity (Note 13).  The Cooperative sold its converted common
stock during the years ended October 31, 1996, 1995 and 1994 
as follows:

                          1996           1995           1994    
                      ------------   ------------   ------------
Shares sold              1,525,720        875,000        598,000
                      ============   ============   ============

Proceeds              $ 34,027,573   $ 17,812,493   $  8,340,990
                      ============   ============   ============

Gain on sale          $ 17,863,024   $  8,590,955   $  2,038,728
                      ============   ============   ============

The average cost method was used to determine cost basis on 
these sales.

The Company utilized the provisions of Statement of Financial
Accounting Standards No. 115 "Accounting for Certain 
Investments in Debt and Equity Securities" in accounting 
for its investment in MCC stock.  These securities were 
classified as available-for-sale and carried at estimated 
market value at October 31, 1995.  The unrealized gain, net
of tax, was reported as a separate component of members' 
equity.  The Cooperative's cost basis and estimated market 
value of MCC stock at October 31, 1995 was as follows:

<PAGE>

                                                   1995
                                               ------------
Estimated market value                         $ 34,176,548
Cost basis                                       16,164,765
                                               ------------
Unrealized gain                                $ 18,011,783
                                               ============

NOTE 4:  ACCRUED EXPENSES

Accrued expenses consisted of the following at the 
respective dates:


                                 1996              1995
                             ------------      ------------
Accrued taxes payable,
 other than income taxes     $  1,368,468     $  1,494,978
Accrued leave                   1,365,115        1,089,809
Accrued payroll                   757,222          177,693
Miscellaneous accruals            797,008           88,577
                             ------------     ------------
                             $  4,287,813     $  2,851,057
                             ============     ============

NOTE 5:  INVESTMENTS IN OTHER COOPERATIVES 

The Cooperative invests in other cooperatives with which 
it does business.  Investments in those other cooperatives,
as of the respective dates, were as follows:

                                  1996            1995    
                             ------------     ------------
CoBank                       $  7,705,494     $  7,541,647
Farmland Industries, Inc.       2,491,005        1,516,005
Universal Cooperatives, Inc.    2,023,627        1,965,931
AG Processing                     491,805          444,219
Other                             262,870          194,576
                             ------------     ------------
                             $ 12,974,801     $ 11,662,378
                             ============     ============

These investments consist of common stock, at cost, and the
Cooperative's share of allocated equities.  Allocated 
equities are valued at face amount as determined by the 
issuing entity and are redeemable by the entity at its 
discretion at an amount determined annually.  Patronage 
refunds, which consist of cash and non-cash equity 
allocations, are credited to cost of goods sold, with the
exception of patronage refunds from CoBank, which are 
credited to interest expense.

<PAGE>

Patronage distributions from Mississippi Chemical Corporation,
which was a cooperative prior to August 22, 1994, for the year
ended October 31, 1994, was $2,919,051.  SF Services, Inc., 
will not receive patronage dividends on business with MCC in 
future periods.

The amount of allocated equities previously allocated to SF 
Services, Inc., to be retired during 1995 and 1996 has been 
included in patronage distributions receivable at October 31,
1996 and 1995.


NOTE  6:  NOTE PAYABLE

                              1996            1995           1994 
                          ------------   ------------   ------------
Note payable CoBank       $ 65,582,931   $ 65,432,437   $ 26,538,962
 Interest rate                    7.19%          7.64%          6.92%

Average during 
 the period*              $ 57,366,013   $ 48,570,883   $ 31,975,156

Average interest rate
 during the period*              6.87%           7.96%          6.26%

Maximum amount of
 notes payable at
 any month-end
 during the period        $ 71,169,873   $ 65,432,347   $ 46,085,291

*Weighted average interest rate is computed by dividing the 
average monthly face amount of notes payable into the 
aggregate related interest expense.

The Cooperative had a committed line-of-credit with CoBank 
totaling $80,000,000 for the years ended October 31, 1996 
and 1995.  The line-of-credit is secured by substantially all
assets of the Cooperative.  This line-of-credit bears interest
at a fluctuating rate based on the cost of money to CoBank.


NOTE 7:  LONG-TERM DEBT

                                            1996           1995
                                        ------------   ------------
Notes payable - CoBank (A)              $ 22,182,750   $ 19,650,000
Notes payable - CoBank (B)                   495,000        585,000
Notes payable - Municipal (C)                500,000        500,000
Notes payable - Finance Corporation (D)      100,000        100,000
Notes payable - Industrial Revenue
  Bonds (E)                                1,375,000      1,555,000
Notes payable - certificates of
  indebtedness (F)                           210,414        221,314

<PAGE>

Notes payable - Farmers Supply (G)           449,805
Notes payable - other                         10,070         51,951
                                        ------------   ------------
                                          25,323,039     22,663,265
Less current maturities                    3,013,819      2,820,453
                                        ------------   ------------
                                        $ 22,309,220   $ 19,842,812
                                        ============   ============

Aggregate annual maturities of long-term debt at October 31, 1996
are:

      1997                                3,013,819
      1998                                2,817,527
      1999                                2,822,230
      2000                                2,837,230
      2001                                2,852,230
      Thereafter                         10,980,003
                                       ------------  
                                       $ 25,323,039
                                       ============

(A)  Due 1997 through 2004, with annual installments of 
     $2,467,250 plus interest at fluctuating rates based on 
     the cost of money to CoBank (average rate of 8.04% at 
     October 31, 1996); secured by substantially all assets 
     of the Cooperative.  The agreement requires maintenance 
     of $20,000,000 working capital, a maximum ratio of CoBank
     term debt to the value of Mississippi Chemical Stock 
     owned, plus the net book value of assets owned of not 
     more than 60%, a current ratio of 1.2% and requires 
     CoBank approval if distributions to members exceed 50% 
     of patronage based income or the Cooperative retires 
     greater than $60,000 of preferred stock in any fiscal 
     year.  A formal waiver of the current ratio was obtained
     for 1996 and a formal waiver was obtained during 1995 on
     payment of patronage distributions, retirement of allocated
     equities and retirement of preferred stock.  The agreement
     requires the Cooperative to invest in stock of CoBank in 
     amounts determined by the bank.

(B)  Due 1996 through 2002 at $7,500 monthly plus interest at 
     8.25% at October 31, 1996, and 8.75% at October 31, 1995;
     cross-collateralized with (A) above.

(C)  Due at various times through 2002; interest at 7%; 
     maturities of principal are based on Southern Farm Fish 
     Processors, Inc., obtaining various equity and working 
     capital levels; secured by property and equipment.

(D)  Due at various times through 2002; interest at 6%; 
     maturities of principal are based on Southern Farm 
     Processors, Inc., obtaining various equity and working 
     capital levels; secured by property and equipment.

<PAGE>

(E)  Due 1997 through 2002 with annual installments of 
     principal plus interest at rates of 6% to 6.5%; secured 
     by property and equipment.

(F)  Due 1996 with annual installments of principal plus 
     interest at interest rates of 8% and 10%; unsecured.

(G)  Due in annual installments of $44,980 including interest,
     uncollateralized.

The Cooperative paid interest, net of patronage refunds and 
interest capitalized, of $6,307,994 for the year ended October 
31, 1996, $6,629,921 for the year ended October 31, 1995, and 
$3,829,186 for the year ended October 31, 1994.

NOTE 8:  DEBENTURES

The outstanding debentures have maturities ranging from 1996 
through 1998.  Interest rates vary from 7% to 12%.

                                        1996           1995     
                                     ------------   ------------
Debentures                           $  1,348,409   $  1,395,409
Less current maturities                 1,342,009      1,383,209
                                     ------------   ------------
Included in other liabilities        $      6,400   $     12,200
                                     ============   ============

Aggregate annual maturities of debentures at October 31, 1996
are:

     1998                              $      6,400
                                       ============

NOTE 9:  INCOME TAXES

The provision for income taxes includes these components:

                                 1996           1995           1994    
                             ------------   ------------   ------------
Taxes currently payable      $  7,070,860   $    781,958   $        -0-
Deferred income taxes          (3,392,985)     1,412,403            -0-
                             ------------   ------------   ------------
                             $  3,677,875   $  2,194,361   $        -0-
                             ============   ============   ============

<PAGE>

   The tax effects of temporary differences related to deferred taxes
   shown on the balance sheet at October 31, 1996 and 1995 were:

                                                1996          1995
                                            ------------   ------------
Deferred tax assets:
  Allowance for doubtful accounts           $    210,915   $     26,477
  Inventory capitalization                       372,178        284,300
  Accrued expenses not deductible until paid     295,722        201,231
  Alternative minimum tax credit                                425,330
  Net operating loss carryforward                                 8,306
  Writedown of fixed assets                    1,971,917
                                            ------------   ------------
                                               2,850,732        945,644
Deferred tax liabilities:
  Estimated market value over tax 
   basis of marketable securities                             9,260,235
  Accumulated depreciation                       370,150         53,963
                                            ------------   ------------
                                                 370,150      9,314,198
                                            ------------   ------------
Net deferred tax asset (liability)
 before valuation allowance                 $  2,480,582     (8,368,554)
                                            ============   ============
Valuation allowance:
(Increase) during the year                      (500,000)
                                            ------------   ------------

Ending balance                                  (500,000)           -0-
                                            ------------   ------------
Net deferred tax asset (liability)          $  1,980,582   $ (8,368,554)
                                            ============   ============


The above net deferred tax asset (liability) is presented on 
the balance sheets as follows:

                                                1996           1995
                                            ------------   ------------
Deferred tax asset - current                $    834,738
Deferred tax asset - long term                 1,145,844
Deferred tax liability - current                           $ (8,368,554)
                                            ------------   ------------
                                            $  1,980,582   $ (8,368,554)
                                            ============   ============

<PAGE>

A reconciliation of income tax expense at the statutory rate 
to income tax expense at the Company's effective rate is shown 
below:

                                1996           1995           1994  
                            ------------   ------------   ------------
Expected provision (34%)    $  2,085,810   $  1,665,192   $  1,344,400
Tax effect of net 
  savings (loss) applied 
  to allocated equities         355,086       (577,698)     (2,069,300)
Excess of benefits of 
  allocated equity over
  taxable income                               446,535         724,900
State income taxes              736,979        660,332
Change in deferred tax
 asset valuation allowance      500,000
                            ------------   ------------   ------------
                            $  3,677,875   $  2,194,361   $        -0-
                            ============   ============   ============

The Cooperative paid income taxes of $7,431,000 and $32,322 
for the years ended October 31, 1996 and 1995, respectively.
For the year ended October 31, 1994, the Cooperative received 
an income tax refund of $365,942.

As of October 31, 1996, the Cooperative had approximately 
$200,000 of alternative minimum tax credits available to 
offset future patronage based federal income taxes.  The 
Cooperative also has unused patronage operating loss 
carryforwards of approximately $1,090,000 which will 
expire 2011.

Deferred income taxes related to change in realized 
appreciation or available-for-sale securities, shown in 
members' equity, was $9,260,535 for 1995.

In setting the valuation allowance for realization of 
deferred tax assets, management uses a tax planning 
strategy that recognizes the benefits of impairment losses 
deductible in the future based on available refunds of 
previously paid tax.


NOTE 10:  BENEFIT PLANS

The Cooperative adopted a combination salary deferral/profit-
sharing defined contribution plan effective August 1, 1989.  
The plan covers substantially all full-time employees aged 
twenty-one or older with at least one year of service.  
Participants must contribute a minimum of 2% of their 
compensation and may contribute up to the maximum 
permitted by applicable regulations.  The Cooperative will 
match employee contributions up to a maximum of 4% of the 

<PAGE>

participants' compensation.  The matching percentage and 
additional profit-sharing contributions are determined on a
discretionary basis by the Board of Directors.  Participant 
interests in matching contributions are vested over a five-year
period.  The Cooperative contributed $484,282, $ 683,158, and
$524,684 to the plan during the years ended October 31, 1996,
1995 and 1994, respectively.

The Cooperative and its member cooperatives adopted a 
non-qualified defined contribution plan for managers of the 
member cooperatives.  The amount of annual contribution to the 
plan for each participant is based on member cooperatives' 
purchases and the profitability of SF Services, Inc.  The 
participants begin vesting after 14 years of service to the 
member cooperative and are 100% vested after 19 years.  The 
Cooperative incurred expenses of $241,898 and $120,382 related
to this plan for the years ended October 31, 1996 and 1995,
respectively.


NOTE 11:  RELATED PARTY TRANSACTIONS

The Cooperative owned 7% and 10% of the outstanding stock of 
Mississippi Chemical Corporation (MCC) at October 31, 1995 and
1994 and the President of the Cooperative during those years 
was a director of MCC.  Following are the material transactions
with MCC for the respective periods:


                                    1995           1994
                                ------------   ------------
Fertilizer purchases            $ 32,587,243   $ 34,713,124
                                ============   ============

Patronage distributions         $        -0-   $  2,919,051
                                ============   ============

Distribution fee income         $        -0-   $    781,228
                                ============   ============

MCC paid the Cooperative dividends of $123,154 in 1996 and
$530,037 during 1995.  Accounts payable to MCC for fertilizer 
purchases were $1,495,936 at October 31, 1995.

During 1994, the Cooperative bought and sold 24,001 shares 
of MCC Potash stock.  No gain or loss was recognized on these
transactions.

On November 7, 1994, the Cooperative purchased a fertilizer 
storage facility from MCC for $340,000.


<PAGE>

NOTE 12:  LEASES

Noncancellable operating leases for feed mill buildings and 
equipment, other machinery and equipment and trucks expire 
in various years through 2002.  These leases generally 
contain renewal options for periods ranging from one to five 
years and require the Cooperative to pay all executory costs 
(property taxes, maintenance and insurance).

Future minimum lease payments at October 31, 1996, were:

     1997                           $  3,642,169
     1998                              3,296,173
     1999                              2,505,420
     2000                              1,070,126
     2001                                409,108
     Later years                         131,434
                                    ============
Future minimum lease payments       $ 11,054,430


Rental expense for all operating leases amounted to 
the following:

                              1996          1995           1994
                          ------------   ------------   ------------
                          $  4,574,356   $  4,208,848   $  4,120,475
                          ============   ============   ============

NOTE 13:  ACQUISITION 

On December 1, 1994, the Cooperative acquired all the assets 
of and assumed all liabilities of Delta Purchasing Federation 
(AAL) ("DPF") as follows.


  Current assets                  $ 14,421,424
  Other assets                       3,490,231
                                  ------------
                                    17,911,655
                                  ============

  Current liabilities               11,814,255
  Other liabilities                  1,598,512
                                  ------------
                                    13,412,767
                                  ------------

Equities allocated                $  4,498,888
                                  ============

<PAGE>

The total consideration delivered to DPF shareholders was 
equity interest of $4,489,789, or $500,000 in addition to the
net assets received as carried by DPF before the transaction.
The acquisition has been accounted for as a purchase by 
recording the assets and liabilities of DPF at estimated fair
value at the acquisition date.  The consolidated operations 
of the Cooperative include the operations of DPF from the 
acquisition date.  Unaudited proforma consolidated operations
assuming the purchase was made November 1, 1993 are shown below
for the year ended October 31, 1994.

  Net Sales                       $484,600,030
                                  ============

  Net Savings                     $  5,113,126
                                  ============

NOTE 14:  CAPITAL STOCK

                                            Liquidation
                                               and            Shares  
                  Authorized                Redemption       Issued and
 Class of Stock     Shares     Par Value    Preference      Outstanding
 --------------   ----------   ---------    ------------    -----------
Class "A"
  preferred (1)    150,000      $    1       $  100              10,796

Class "B"
  convertible 
  preferred (2)     15,000      $    1       $  100               6,764

Common                 500      $1,000                              125


(1)  Non-voting; non-cumulative dividends not to exceed 8 1/2% of
     liquidation and redemption preference if earned and when 
     declared by the Board of Directors with preference over 
     any other dividend or distributions declared in any year.

(2)  Non-voting; non-cumulative dividends not to exceed 4% of
     liquidation and redemption preference if earned and when 
     declared by the Board of Directors with preference over 
     any other dividend, except Class A preferred stock, or
     distributions declared in any year.  At the discretion of
     the Board of Directors, the Class B preferred stock shall
     become convertible, at the option of the holder, at its 
     liquidation and redemption preference value into equity
     certificates.

<PAGE>

Capital certificates may be surrendered upon termination of 
membership or expiration of ten years from the date of the 
certificate, whichever event shall be last to occur, for 
Class A Preferred Stock with a liquidation and redemption 
preference equal to the stated amount of the capital 
certificate.  The certificates are subordinate to all debt 
and have no voting rights.


NOTE 15:  NOTES RECEIVABLE

The Cooperative has provided long-term financing to certain 
members by transferring amounts owed by the members for 
purchases to long-term notes receivable pursuant to agreements
with CoBank wherein CoBank provides seasonal financing directly
to such members.


NOTE 16:  BUSINESS SEGMENTS

The Cooperative operates in two industries (1) distribution 
of seed, feed, fertilizer, chemicals, petroleum, lubricants, 
tires, batteries, accessories, farm supplies and related 
services and (2) catfish processing and sales.  Sales between
segments are not material.  Net sales, operating income, 
identifiable assets, capital expenditures, and depreciation 
are as follows:

                         Distribution      Catfish     
October 31, 1996         Activities      Processing        Total
----------------         ------------   ------------   ------------
Net sales                $553,856,134   $ 36,624,223   $590,480,357

Operating (loss)         $ (2,268,125)  $ (5,783,122)  $ (8,051,247)

Identifiable assets      $183,453,280   $  9,168,779   $192,622,059

Capital expenditures     $ 10,139,662   $    310,158   $ 10,449,820

Depreciation             $  1,866,517   $    372,981   $  2,239,498

<PAGE>

                         Distribution       Catfish     
October 31, 1995         Activities       Processing       Total
----------------         ------------   -------------   ------------
Net sales                $492,989,054   $ 37,831,922   $530,820,976

Operating income (loss)  $  3,116,147   $ (2,615,749)  $    500,398

Identifiable assets      $188,582,330   $ 11,079,559   $199,661,889

Capital expenditures     $ 11,772,778   $  1,692,373   $ 13,465,151

Depreciation             $  2,544,970   $    406,564   $  2,951,534


                         Distribution       Catfish     
October 31, 1994         Activities       Processing       Total
----------------         ------------   ------------   ------------
Net sales                $408,599,234   $ 30,572,080   $439,171,314

Operating income (loss)  $  7,426,400   $ (2,570,434)  $  4,855,966

Identifiable assets      $148,461,613   $ 11,065,418   $159,527,031

Capital expenditures     $  1,297,958   $  1,235,999   $  2,533,957

Depreciation             $  2,314,779   $    200,000   $  2,514,779


For purposes of business segment disclosure, all activities 
related to other cooperatives are included solely in 
distribution activities.


NOTE 17:  ADDITIONAL CASH FLOW INFORMATION

                                 1996           1995           1994
                             ------------   ------------   ------------
Interest paid (net of
  patronage dividends and
  interest capitalization)   $  6,307,994   $  6,629,921   $  3,829,186

Income taxes paid (received) $  7,431,000   $     32,322   $  (365,942)


<PAGE>
Noncash investing transactions:

                 1995
---------------------------------------
Acquisition of Delta Purchasing 
  Federation (AAL)
    Fair value of assets received                   $ 16,938,948
    Liabilities assumed                              (13,412,767)
    Equities allocated                                (4,503,609)
                                                    ------------
   Cash received                                    $   (977,428)
                                                    ============

Accrued interest paid with advance
 on seasonal line of credit                         $  1,475,000

Class "D" stock redeemed with allocated
 equities                                           $  1,109,456


Trade receivable transferred to
 note receivable                                    $    200,000


                 1994 
---------------------------------------
Disposition of Cross County Farmers Association
 Asset sold                                         $    960,622
                                                    ============

 Liabilities assumed by buyer                       $    960,622
                                                    ============

NOTE 18:  COMMITMENTS

Purchase Agreements

At October 31, 1996, SF Services, Inc. had commitments (open 
contracts) to purchase 90,985 tons of feed ingredients for 
$13,046,771 and to sell 100,600 tons of feed for $20,192,908.

The Company presells feed from March through October on an 
annual basis.  During this period, the Company attempts to 
obtain commitments for as much as 100% ingredients for 
presells.  The Company does not overcommit on purchases of 
ingredients.  At October 31, 1996, the Company had commitments
to sell the cattle feed of 76,615 tons for $14,029,838 and 
catfish feed of 23,985 tons for $6,163,070.  The Cooperative 
also had commitments to purchase cattle feed ingredients of 
67,412 tons at a cost of $8,759,994 and catfish feed 
ingredients of 23,573 tons at a cost of $4,286,777.

<PAGE>

Loan Guarantees

The Cooperative has guaranteed $371,667 in loans to CoBank 
for member cooperatives.  The Cooperative has a second 
mortgage related to these guarantees.

NOTE 19:  IMPAIRMENT OF LONG-LIVED ASSETS

During 1996, the Cooperative adopted the provisions of 
Statements of Financial Accounting Standards No. 121, 
"Accounting for the Impairment of Long-lived Assets and for 
Long-lived Assets to be Disposed of." The Cooperative, as a 
result of adopting the new standard, recognized expenses of 
$4,981,398 to reduce the carrying value of the Southern Farm 
Fish Processors, Inc. plant and the Greenville feed mill, the
values of which have been impaired due to continued losses 
resulting from excessive operating costs.  Also, during the 
fourth quarter of fiscal 1996, the Cooperative recognized 
expenses of $515,950 to reduce the carrying value of various
abandoned properties.  The amount of the impairments were 
estimated based on appraisals performed during the year and
expected future cash flows.  These estimates could change 
materially in the future.  The amount of recognized expense 
is included in operating expenses in the consolidated 
statement of income.

NOTE 20:  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Investments in Associated Enterprises

Investments in other cooperative's equities are carried at 
cost, plus the Cooperative's share of allocated equities, less
patronage refunds and allocations.  There is no market for 
these investments since the securities are redeemable only 
by the issuing cooperative at an established contract value.
Because of the lack of marketability, the Cooperative believes
it is not practicable to estimate the fair value of investments
in associated enterprises.

Long-Term Debt

Fair value is estimated based on the CoBank National Variable
Rate at October 31, 1996.

                                           October 31, 1996
                                     ---------------------------
                                          Carrying      Fair
                                           Amount       Value    
                                     ------------   ------------
CoBank - term                          22,677,750     25,782,000
CoBank - seasonal                      65,582,931     78,120,000
Other                                   2,645,289      4,230,000
                                     ------------   ------------
                                     $ 90,905,970   $108,132,000
                                     ============   ============
<PAGE>

NOTE 21:  SIGNIFICANT ESTIMATES AND CONCENTRATIONS

Generally accepted accounting principles require disclosure
of certain significant estimates and current vulnerabilities
due to certain concentrations.  Those matters include the 
following:

Major Lender

The Cooperative borrows most of its monies from CoBank.  


Income Tax Assessment

During 1996, the Internal Revenue Service (IRS) completed 
its examination of the Cooperative's federal income tax returns
for the years ended October 31, 1991, 1992 and 1993, and 
has proposed certain adjustments which relate principally 
to the Cooperative's method of computing patronage allocations
during those years.  As a result, the IRS has proposed 
additional taxes of $589,823 for 1991 and $447,961 for 
1992, plus interest to date of payment.  This issue 
involves an Industry Coordinated Issue which the cooperative
industry, and the Company, are vigorously contesting.  The 
Cooperative has filed its protest with the Appellate Division
of the IRS.  No accrual has been made for losses, if any, that 
may result, pending the outcome of the Cooperative's appeal.


Contingent Liabilities

In the course of business, the Cooperative has become engaged
in various litigation matters.  In the opinion of management,
based on the currently known facts, the litigation outstanding 
will not materially impact future financial statements, however,
circumstances may change which would require reassessment and
revisions of the estimates of the risk of future litigation losses.

NOTE 22:  SUBSEQUENT EVENTS

On December 31, 1996, the Cooperative purchased substantially
all of the assets of Matthews of Monette, Inc., a wholesale 
and retail fuel business located in Arkansas, for $9,398,631.
This acquisition is expected to add approximately $45,000,000 in
annual sales.  The new business will operate under the name
"Northeast Arkansas Oil Company, LLC", a newly formed, wholly-owned
subsidiary.  The purchase will be financed as follows: $2,250,000
promissory notes issued by the Cooperative, $2,131,913 in capital
leases and other debt assumed from the seller, and the remainder
in borrowings from CoBank.




<PAGE>

ITEM  9:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
           ACCOUNTING AND FINANCIAL DISCLOSURE

None


                           PART III


ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The following table sets forth certain information concerning the 
current directors of SF Services, Inc.:

        Name         Age    Principal Occupation    Director Since

 Johnny H. Wilson     61           Farming                1974
 Doyle Yarbrough      65           Farming                1976
 Daniel Viator        52   Farming, Agriculture           1987
                          Consultant, Real Estate
                                  Developer
 Robert Little        45        Co-op Manager             1995
 Gene Bruick          66        Co-op Manager             1992
 Jerry Conerly        63         Dairy Farmer             1992
 John M. Evans        54           Farming                1992
 Jim Gipson           61           Farming                1992
 Steven Henderson     40           Farming                1992
 John C. Jay, Jr.     58     Farming, City Mayor          1992
 W. B. Madden, Jr.    64        Co-op Manager             1992
 Thomas H. Gist, Jr.  62           Farming                1994
 W. S. Patrick        56           Farming                1992
 Michael Simon        54           Farming                1992
 Charlie Starks, Jr.  63           Farming                1992
 Joe Wilder           55           Farming                1992
 Danny Simpson        55           Farming                1992
 Frederick Branch     49           Farming                1995
 Mike Sturdivant      45           Farming                1995
 Floyd Trammel        42        Co-op Manager             1996

All persons have been engaged in the occupation identified 
in the foregoing table for at least five years.


Executive Officers

<PAGE>

The following table sets forth certain information concerning 
the current executive officers of SF Services, Inc.:

                                  Principal              Office 
     Name              Age        Occupation           Held Since

Michael P. Sadler (1)   46          President            10/96
John A. Gaston          58     Senior Vice-President      3/91
William H. Smith (2)    59    Executive Vice-President    9/94
Joseph K. Anniss (3)    56    Executive Vice-President   10/96
James B. Stoker         61     Senior Vice-President     12/72
Larry M. Fortner        42         Vice-President         1/87
William C. Mosley       43    Executive Vice-President    3/92

(1) Mr. Sadler previously served as vice president for
    Farmland Industries for seven years.

(2) Mr. Smith was previously employed by Bruce Oakley Company
    as Manager of Fertilizer Operations.

(3) Mr. Anniss previously served the Company in various positions
    including Director of Feed & Animal Health Sales and 
    Vice-President since joining the Company in 1987.

ITEM 11:   EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

The following table sets forth, for the fiscal years 
indicated, the compensation provided by SF Services, Inc. to 
the Chief Executive Officer and each of the executive officers 
of SF Services, Inc. whose compensation exceeded $100,000 for 
the most recent fiscal year.

                     SUMMARY COMPENSATION TABLE     


                                      Annual Compensation  
                             -------------------------------------
  (a)            (b)            (c)            (d)          (e)
                                                           Other
  Name                                                     Annual
  and                                                      Compen-
 Principal                                                 sation
 Position        Year         Salary ($)      Bonus ($)       ($)

Michael P.       1996        $ 12,531         $   ---       $ ---
 Sadler
 (CEO)

Robert P.        1996        $254,858         $ 6,050       $ ---
 Dixon           1995        $234,394         $   ---       $ ---
 (CEO)           1994        $201,462         $19,154       $ ---

<PAGE>

John             1996        $110,281         $   ---       $ ---
 Gaston          1995        $106,358         $   ---       $ ---
 (Senior         1994        $100,012         $20,400       $ ---
 Vice-Pres.)

William H.       1996        $102,440         $10,000       $ ---
 Smith           1995        $ 98,502         $44,000       $ ---
 (Executive
 Vice-Pres.)



                         Long-Term Compensation
                      ---------------------------------
                              Awards           Payouts
                      ---------------------    --------
    (a)        (b)      (f)         (g)          (h)         (i)
                                       
  Name                Restricted  Securities               All Other
  and                    Stock    Underlying    LTIP       Compen-
Principal               Awards    Options/      Payouts    sation
Position       Year       ($)     SARs(#)        ($)          ($)

Michael P.     1996     $ ---     $ ---         $ ---       $   ---
 Sadler
 (CEO)

Robert P.      1996     $ ---     $ ---         $ ---       $ 8,833  (1)
 Dixon         1995     $ ---     $ ---         $ ---       $11,678 
 (CEO)         1994     $ ---     $ ---         $ ---       $10,548

John           1996     $ ---     $ ---         $ ---       $ 4,411  (2)
 Gaston        1995     $ ---     $ ---         $ ---       $ 5,070
 (Senior       1994     $ ---     $ ---         $ ---       $ 4,913
 Vice-Pres.)

William H.     1996    $ ---    $ ---           $ ---       $ 4,498  (2)
 Smith         1995    $ ---    $ ---           $ ---       $ 1,375
 (Executive
 Vice-Pres.)


(1)Amount represents contribution to SF Services, Inc.'s 401(k)
   plan of $7,231 on behalf of the named individual and 
   $1,602 premium paid on a life insurance policy of named 
   individual.

(2)Amount represents contributions to SF Services, Inc's 
   401(k) plan on behalf of named individual.

<PAGE>
Director Compensation

The members of the Board receive per diem compensation of $250 
for each meeting for their services as members of the Board, 
and reimbursement to cover expenses while engaged in the 
business of SF Services, Inc.  The Chairman receives one (1) 
additional per diem compensation of $250 for each meeting for 
his services as Chairman.  Except for the additional 
compensation paid the Chairman, no director has any contract, 
arrangement, or agreement not accorded other directors on 
equal terms.  The amount of the per diem compensation is fixed 
by the Board.


Employment Contracts and Termination of Employment and 
Change-in-Control Arrangements

The Company has entered into an agreement effective September
26, 1996, with Michael P. Sadler to serve as President and
Chief Executive Officer.  In addition to normal compensation,
the agreement provides for a guaranteed bonus of $175,000
the first year, and annual bonuses of up to $300,000 per year
thereafter.  The agreement also provides for an employer 
furnished automobile, reimbursed business related expenses, 
and life insurance benefits payable to Mr. Sadler's 
designated beneficiary.  This agreement continues through
October 31, 2001; however, the Company may, under certain
circumstances, terminate Mr. Sadler's employment for cause,
as defined in the agreement.


The Company has entered into an agreement effective September
4, 1995 with William H. Smith to serve as Vice President of the
Company's fertilizer operations.  In addition to normal 
compensation, the agreement provides for an annual bonus equal
to 10% of the employee's then current base salary upon the
Fertilizer Department attaining a minimum net profit of
$500,000 for the Company's fiscal year ending in 1995 and any
fiscal year thereafter.  This agreement continues through
August 31, 1997.  Thereafter the agreement shall continue
with 12 months notice of termination until December 31, 1998,
and thereafter shall continue on a month to month basis.


The Company has entered into an agreement effective April 
6, 1996, with Robert P. Dixon to serve as President and 
Chief Executive Officer until a successor is named, and
as special consultant thereafter.  In addition to normal 
compensation, the agreement provides for an annual bonus 
equal to 1% of the Company's fiscal year audited net 
savings after taxes for the Company's fiscal year ending 
October 31, 1996.  The agreement also provides for an 
employer furnished automobile, reimbursed business related 
expenses, life insurance payable to Mr. Dixon's designated 
beneficiary and benefits due to mental or physical 
disability.  This agreement continues through December 31, 
1997.

<PAGE>

Compensation Committee Interlocks and Insider Participation

Decisions on compensation of SF Services, Inc.'s executives 
are made by the Executive Committee of the Board of 
Directors.  The members of the Executive Committee are Johnny 
Wilson, Doyle Yarbrough, and John Evans.  No interlocks exist 
with respect to the Executive Committee of the Board of 
Directors.


ITEM 12:   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
           AND MANAGEMENT

No individual or "group" (as that term is used in Section 
13(d)(3) of the Securities Exchange Act of 1934, as amended) 
owns more than five percent (5%) of the voting stock of SF 
Services, Inc.

No director or officer of SF Services, Inc. beneficially 
owns any "equity security" (as that term is defined in Rule 
13d-1(d) of the Rules promulgated under the Securities and 
Exchange Act of 1934, as amended) of SF Services, Inc.


ITEM 13:   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

PART IV

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

(a)   (1)  The following financial statements are included in
           Part II, Item 8:

           Independent Accountants' Report

           Financial Statements:

           Consolidated Balance Sheets, October 31, 1996 and 1995

           Consolidated Statements of Income, Years Ended October
           31, 1996, 1995 and 1994

           Consolidated Statements of Changes in Members' Equity,
           Years Ended October 31, 1996, 1995 and 1994

           Consolidated Statements of Cash Flows, Years Ended 
           October 31, 1996, 1995 and 1994

<PAGE>

           Notes to Consolidated Financial Statements

      (2)  The following financial schedules are submitted 
           herewith:

           Schedule II - Valuation and Qualifying Accounts

           All other schedules are omitted because they are 
           not applicable or the required information is 
           shown in the financial statements or notes 
           thereto.

      (3)  The following exhibits indicated by an asterisk 
           are filed herewith.  The balance of the exhibits 
           have heretofore been filed with the Commission and 
           are incorporated herein by reference as indicated:

           3(a)-  Amended and Restated Articles of Incorporation,
                  as amended
             (Exhibit 3(a) to Form 10-K for the fiscal year 
              ended October 31, 1991 in 33-38051)

           3(b)-  By-Laws
             (Exhibit 3(b) to Form 10-K for the fiscal year 
             ended October 31, 1991 in 33-38051)

    *      10(a)  - Employment Contract of Michael P. Sadler
              
    *      10(b)  - Employment Contract of William H. Smith

    *      10(c)  - Employment Contract of Robert P. Dixon

           11     - Statement Re: Computation of earnings per
                    share (Comparative per share data for SF 
                    Services, Inc. is not presented because the
                    nature of cooperative associations is such 
                    that earnings per share information is of 
                    little or no significance.  Net savings of 
                    a cooperative are not distributed to its
                    shareholders based on their respective 
                    percentages of share ownership, but rather 
                    on the basis of each shareholder's patronage
                    to the entity.)

    *      21     - Subsidiaries of the Registrant

    *      27     - Financial Data Schedule

                    Listed below are the only management 
                    contracts required to be identified
                    pursuant to Item 14 (a)(3).

                    Employment contract of Michael P. Sadler
                    Employment contract of William H. Smith
                    Employment contract of Robert P. Dixon
<PAGE>
                    

(b)   Reports on Form 8-K

      None

                          SF SERVICES, INC.

                            SCHEDULE II

                  VALUATION AND QUALIFYING ACCOUNTS

                           (Thousand Dollars)

                           
                                        
               Balance at    Charged to                  Balance at
               beginning     costs and     Deductions-      end of 
Description    of period     expenses      describe (a)     period
-----------    ----------    ----------    -----------   ------------

                              OCTOBER 31, 1996

ALLOWANCE 
 FOR 
 DOUBTFUL
 ACCOUNTS      $      295    $     862     $       207   $       950

DEFERRED TAX
 ASSET
 VALUATION
 ALLOWANCE     $      -0-    $     500     $       -0-   $       500


                              OCTOBER 31, 1995

ALLOWANCE
 FOR
 DOUBTFUL
 ACCOUNTS     $      532    $     127     $       364   $        295


                              OCTOBER 31, 1994

ALLOWANCE
 FOR
 DOUBTFUL
 ACCOUNTS     $      691    $     -0-     $       159   $        532

(a) Accounts receivable charge-offs net of recoveries.

<PAGE>
                             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.

                                 SF SERVICES, INC.
                                (Registrant)

                                /s/ Michael P. Sadler            
                                 --------------------
                               By:  Michael P. Sadler, President
                               (Principal Executive Officer)

Date:        January 27, 1997           

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 dates indicated.

  /s/ Johnny W. Wilson       Chairman & Director    January 27, 1997
      -------------------
      Johnny W. Wilson

  /s/ Doyle Yarbrough     Vice-Chairman & Director  January 27, 1997
      -------------------
      Doyle Yarbrough

  /s/ John M. Evans       Secretary & Director      January 27, 1997
      -------------------
      John M. Evans

  /s/ Frederick Branch         Director             January 27, 1997
      -------------------
      Frederick Branch

  /s/ Gene Bruick              Director             January 27, 1997
      -------------------
      Gene Bruick

  /s/ Jerry Conerly            Director             January 27, 1997
      -------------------
      Jerry Conerly

  /s/ John A. Gaston     Senior Vice-President      January 27, 1997
      ------------------- (Principal Financial and
      John A. Gaston       Accounting Officer)     

  /s/ Jim Gipson               Director             January 27, 1997
      -------------------
      Jim Gipson
<PAGE>
  /s/ Thomas H. Gist, Jr.      Director             January 27, 1997
      -------------------
      Thomas H. Gist, Jr.

  /s/ Steven Henderson         Director             January 27, 1997
      -------------------
      Steven Henderson

  /s/ John C. Jay, Jr.         Director             January 27, 1997
      -------------------
      John C. Jay, Jr.

  /s/ Robert Little            Director             January 27, 1997
      -------------------
      Robert Little

  /s/ W. B. Madden, Jr.        Director             January 27, 1997
      -------------------
      W. B. Madden, Jr.

  /s/ W. S. Patrick            Director             January 27, 1997
      -------------------
      W. S. Patrick

  /s/ Michael Simon            Director             January 27, 1997
      -------------------
      Michael Simon

  /s/ Danny Simpson            Director             January 27, 1997
      -------------------
      Danny Simpson

  /s/ Charlie Starks, Jr.      Director             January 27, 1997
      -------------------
      Charlie Starks, Jr.

  /s/ Mike Sturdivant          Director             January 27, 1997
      -------------------
      Mike Sturdivant

  /s/ Floyd Trammel            Director             January 27, 1997
      -------------------
      Floyd Trammel

  /s/Daniel Viator             Director             January 27, 1997
     --------------------
     Daniel Viator

  /s/ Joe Wilder               Director             January 27, 1997
      -------------------
      Joe Wilder

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
<PAGE>
Registrant, subsequent to the filing of this Annual Report on Form 
10-K, intends to furnish its shareholders with an Annual Report 
covering the fiscal year ended October 31, 1996.  Registrant shall 
furnish four copies of such Annual Report to the Commission 
when it is sent to shareholders.

Registrant has not provided and will not provide proxy soliciting 
material to its shareholders.



EXHIBIT INDEX


The following exhibits indicated by an asterisk are filed 
herewith.  The balance of the exhibits have heretofore been
filed with the Commission and are incorporated herein by 
reference as indicated:

  Number in            
 Exhibit Table      Exhibit
--------------      -------
    3(a)            Amended and Restated Articles of 
                    Incorporation, as amended (Exhibit 3(a)
                    to Form 10-K for the fiscal year ended 
                    October 31, 1991 in 33-38051)

    3(b)            By-Laws
                    (Exhibit 3(b) to Form 10-K for the fiscal
                    year ended October 31, 1991 in 33-38051)

  * 10(a)           Employment Contract of Michael P. Sadler

  * 10(b)           Employment Contract of William H. Smith

  * 10(c)           Employment Contract of Robert P. Dixon

    11              Statement Re: Computation of earnings per
                    share (Comparative per share data for SF 
                    Services, Inc. is not presented because 
                    the nature of cooperative associations is
                    such that earnings per share information
                    is of little or no significance.  Net 
                    savings of a cooperative are not 
                    distributed to its shareholders based on
                    their respective percentages of share 
                    ownership, but rather on the basis of 
                    each shareholder's patronage to the
                    entity.)

  * 21              Subsidiaries of the Registrant

  * 27              Financial Data Schedule















<PAGE>

Exhibit 10(a)

                      EMPLOYMENT AGREEMENT

AGREEMENT entered into this 26th day of September, 1996, 
by and between Michael P. Sadler, hereinafter referred to  
as the "Employee," and SF Services, Inc., an Arkansas 
agricultural cooperative, hereinafter referred to as the 
"Employer."

      1.     Employment.  The Employer hereby agrees to employ  
the Employee, and the Employee hereby agrees to accept  
employment upon the terms and conditions hereinafter set forth.

      2.     Term.  Subject to the provisions for termination as 
hereinafter provided, the term of this Agreement shall begin
on November 1, 1996, and shall continue until October 31, 2001.  

      3.     Compensation.  During the term hereof, the Employer
shall pay the Employee as follows for the services to be rendered
hereunder and for the covenants set forth in paragraph 12:

          (a) Base Salary.  During the first year of this 
Agreement, the Employee shall receive a base salary of four 
hundred seven thousand two hundred fifty dollars ($407,250) 
payable proratably in accordance with the Employer's established 
payroll periods.  In each of the other four (4) years during 
the term hereof, the Employee's base salary shall be the same 
as the preceding year plus an adjustment equal to the lesser of 
ten percent (10%) or two percent (2%) above the Consumer Price 
Index change.  The Consumer Price Index change shall be 
determined by application of the Consumer Price Index for all 
cities and all items published by the United States Department 
of Labor, or its successor index, using the index for the 
month of October, 1996, as the base period and the index for 
the month of October in each succeeding year of this Agreement 
for determining the annual increase, if any. 

          (b) Bonus.  The Employee shall be entitled to an 
annual bonus payable on each anniversary hereof as follows:  

Anniversary           Guaranteed Bonus       Incentive Bonus

    1                     $175,000      +              -0-
    2                     $100,000      +   Up to $200,000
    3                     $ 75,000      +   Up to $225,000
    4                     $ 50,000      +   Up to $250,000
    5                     $   -0-       +   Up to $300,000

In the event the employment relationship should terminate 
during any year at a time other than an anniversary date, 
then the Employee shall be entitled to a prorata portion of 
the annual bonus (both guaranteed and incentive) based on the 

<PAGE>

number of days during the year prior to the termination.  The 
Employer and the Employee agree to negotiate in good faith 
during the first year of this Agreement to establish the 
methodology for determination of the Employee's incentive 
bonus.  

    4.  Severance Pay.  In the event the Employer should 
terminate the Employee without cause (which is defined under
paragraph 13) during the term of this Agreement, then the 
Employer agrees to pay the Employee severance pay which shall 
be equal to the Employee's base salary plus guaranteed bonus 
for the year of termination as provided under subparagraphs 
(a) and (b) of 3 (the "Severance Amount"); provided, however,
if the termination occurs during the first, second or third 
year of the term hereof, then the severance pay shall be one 
hundred fifty percent (150%), one hundred forty percent (140%) 
or one hundred thirty percent (130%) respectively of the 
Severance Amount.  Any severance pay due hereunder will be 
payable within ninety (90) days after the final date of the 
Employee's employment and payment thereof will discharge in 
full the Employer's obligation to the Employee arising out 
of their employment relationship.

    5.  Duties of Employee.  During the term of this 
Agreement, the Employee shall serve as the president and chief 
executive officer of the Employer and shall devote his full 
time and attention to the affairs of the Employer. 

    6.     Insurance Benefits.  During the term of this 
Agreement, the Employer shall provide the Employee with the 
following insurance benefits: 

          (a)  Group Plans.  All benefits provided to employees
of the Employer based upon class of employment; provided, 
however, the Employee may choose to continue through COBRA 
the medical and dental plans of Farmland rather than participate
in the Employer's plans and if the Employee so elects, the 
Employer agrees to reimburse him monthly for his out-of-pocket 
premiums.  

          (b)  Term Life Insurance.  During the first year of 
employment, term life insurance of one million four hundred 
fifty-five thousand six hundred twenty-five dollars ($1,455,625).
During each subsequent year of employment, the term insurance 
coverage shall be equal to two and one-half (2 1/2) times the 
Employee's total compensation paid for the prior year pursuant
to paragraph 3 hereof; provided, however, the amount of coverage
shall never be less than the first year's coverage.  

          (c)  Accidental Death Insurance.  Accidental death 
life insurance coverage in an amount equal to the then required 
amount of term insurance pursuant to preceding subparagraph (b).

<PAGE>

          (d)  Split Dollar Insurance.  On or before May 1, 
1997, a split dollar life insurance policy in the face amount
of $500,000 collaterally assigned by the Employee to the 
Employer on which the Employer will pay all premiums while 
there is an employer-employee relationship.  

          (e)  Insurability.  The Employer's obligation 
under preceding subparagraphs (b) - (d) is contingent on the
Employee's insurability at standard rates. 

    7.  Automobile.  The Employer will provide the Employee 
with the use of an automobile and pay all expenses relating to
the use of the automobile subject to any personal-use 
requirements imposed by the Internal Revenue Service.  

    8.  Travel and Business-Related Expenses.  The Employer 
will reimburse the Employee for all reasonable travel and 
business-related expenses. In addition the Employer will 
pay for the Employee the dues and initiation fees for 
memberships in professional organizations approved by the 
Employer.  

    9.  Qualified Deferred Compensation Plans.  Subject to 
meeting eligibility requirements, the Employee shall participate
in all of the Employer's qualified retirement plans.  

    10.  Relocation Expenses.  The Employer agrees to 
reimburse the Employee for all documented relocation expenses
described on the attached Exhibit A. 

    11.  Incentive Plans.  The Employer commits to the Employee 
that it will undertake to develop with the Employee's assistance 
a management long-term incentive plan designed to attract and 
retain high quality management personnel who can produce the 
level of sustained results needed to allow the Employer to 
attain its business plan over a period of time.  

    12.  Noncompetition.  The Employee agrees to the following
restrictions on him during the term of this Agreement and 
thereafter:

          (a)  The Employee agrees that he will not, at any 
time during the term of this Agreement or during the one-year 
period following the termination of this Agreement, participate 
in any capacity with any business of whatever form if in such 
capacity he personally engages in any business activity which 
is the same as, similar to, or in any manner competitive with, 
the business now or hereafter engaged in by the Employer or 
any of its related entities in any county in any state in 
which the Employer or any of its related entities has a 
member store either on the date hereof or on the date of the 
Employee's termination of employment.  

<PAGE>

          (b)  The position of the Employee will place him 
in close contact with many confidential affairs of the 
Employer and its related entities including matters of a 
business nature such as information about costs, profits, 
markets, sales, trade secrets, potential patents and other 
business ideas, customer lists, plans for future developments 
and other information not known to businesses in the same 
lines of business as the Employer and its related entities and 
other proprietary rights (hereinafter, collectively, 
"Confidential Matters").  The Employee agrees at all times 
hereafter to protect from damage or destruction and keep 
secret all Confidential Matters of the Employer and its 
related entities and not to disclose them in any manner 
whatsoever to anyone, or otherwise use them or use his 
knowledge of the knowhow, sales techniques, sales operation,
customer lists, trade names or trade marks and other valuable
intangible assets of the Employer or any of its related 
entities, except with the Employer's prior written consent,
or as required by an Order of a federal or state governmental 
agency or a court.   

          (c)  The parties agree that the restrictive 
covenants contained herein relate to matters which are of a 
special, unique, and extraordinary character, the breach of 
which by the Employee will cause the Employer irreparable 
injury and damages.  Consequently, the parties expressly agree 
that the Employer shall be entitled to injunctive and/or other 
equitable relief to prevent a breach of this agreement, and to 
secure the enforcement of the terms and conditions herein in 
addition to any other legal or equitable remedy which may be 
available.

    13.  Performance Review:  The Employer shall establish 
procedures by which the Board of Directors or a committee 
thereof will annually review the Employee's performance.  The 
review will be based on objective standards of performance of 
the duties of the Employee consistently applied from year to 
year.  The Employee shall be provided a written copy of the 
results of the review and shall be informed of any areas of 
performance which are deemed to require improvement and have 
the opportunity to respond thereto.

    14.  Termination by Employer.  The Employer shall have 
the right to terminate this Agreement at any time for cause 
in which event the Employee shall be terminated immediately 
and shall not be entitled to severance pay pursuant to 
paragraph 4.  For purposes of this Agreement "cause" shall 
exist if:

          (a)  The Employee fails to discharge his 
responsibilities hereunder to the satisfaction of the Employer's 
Board of Directors after being reprimanded in writing for a 
prior failure to do so and then given sixty (60) days to 
properly discharge his duties.  In the exercise of its 

<PAGE>

authority under this provision, the Board of Directors shall 
consider the prior performance reviews of the Employee and 
any determination of a failure of performance by the Employee 
shall be based on reasonable findings of fact and not be 
arbitrary or capricious;

          (b)  The Employee violates the restrictive provisions 
of paragraph 12;

          (c)  The Employee engages in any act which 
constitutes (i) a felony under any state or federal law; 
(ii) gross, willful or wanton negligence or misconduct; or 
(iii) a breach of any fiduciary duty to Employer; or

          (d)  The Employee engages in any act which brings 
the Employer into disrepute in the community.

    15.  Notices.  Any notice required or permitted to be 
given under this Agreement shall be sufficient if in writing, 
and if sent by registered mail or certified mail to his 
residence in the case of the Employee, or to its principal 
office in the case of the Employer. 

    16.  Vacation and Professional Development Time.  The 
Employee shall be entitled to four (4) weeks of paid vacation 
per year as well as reasonable time for professional development.

    17.  Waiver of Breach.  Waiver by the Employer of a breach 
of any provision of this Agreement by the Employee shall not 
operate to be construed as a waiver of any subsequent breach 
by the Employee. 

    18.  Entire Agreement.  This instrument contains the 
entire agreement of the parties.  It may not be changed orally 
but only by an agreement in writing signed by the party 
against whom enforcement of any waiver, change, modification, 
extension or discharge is sought. 

    19.  Benefit.  This Agreement shall inure to the benefit 
of, and shall be binding upon, their heirs, successors, 
assigns, and legal representatives.


    IN WITNESS WHEREOF, the parties have executed this Agreement the day
    and year aforesaid.

EMPLOYER:

SF SERVICES, INC.

<PAGE>

By:  /s/ Johnny H. Wilson
         --------------------
         Johnny H. Wilson
         Chairman of the Board
ATTEST:

     /s/ John M. Evans
         --------------------
         John M. Evans, Secretary

EMPLOYEE:


     /s/ Michael P. Sadler
         --------------------
         Michael P. Sadler


                                EXHIBIT A


                         Relocation Expense Proposal


Temporary living             Lodging and Meals, maximum 60 calendar 
                             days.  Airfare to and from former 
                             residence to conduct personal business,
                             maximum four round trips.  May be 
                             used by Employee or a person of his 
                             choice.  

Premove/househunting         Airfare, lodging, and meals, maximum 
trips to Little Rock         two round trips.


Shipment of household        Packing and transportation of 
goods                        household goods.  Appliance 
                             disconnection and reconnection.
                             In transit storage, maximum sixty 
                             days.  Carton pickup within thirty 
                             days of delivery.

Expenses en route to new     Meals, lodging, and mileage 
location                     reimbursement at 31 cents/mile.

Home sale (Employee          Real estate commission cost and 
will have 24 months after    standard seller's cost including
employment to use this       but not limited to the following:
home sale benefit            Title insurance
                             Inspection fees
                             Discount points to purchase,
                             maximum 3 points

<PAGE>

Home purchase expenses       Prepurchase valuation of proposed 
(Employee will have 12       home by independent appraiser.
months after employment
to use this home purchase    Purchase closing costs including,
benefit)                     but not limited to the following:
                             Loan origination fee and/or discount
                             points, maximum 3 points

                             Appraisal fee, credit report, lender
                             inspection fee, abstracting fee, 
                             attorney fee, radon testing, and 
                             termite inspection.

Tax liability allowance      Benefit of tax allowance, made from 
                             SF, for the employee, based on the
                             employee's federal, state, and city 
                             tax liability resulting from moving
                             expense reimbursement.  Payment to be 
                             made using the employee's applicable
                             marginal tax rates, grossed-up, and 
                             directly deposited into employee's 
                             tax account at SF.  

<PAGE>

Exhibit 10(b)


                        EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT is executed effective as of the 4th 
day of September, 1994, by and between SF SERVICES, INC.,
an Arkansas agricultural cooperative association 
(the "Employer"), and William H. "Billy" Smith, an 
individual and resident of the State of Arkansas 
(the "Employee").


                            W I T N E S S E T H:

WHEREAS, the Employer is engaged in business as an 
agricultural and horticultural supply cooperative (the 

"Business"), with its principal office located in North 
Little Rock, Arkansas; and

     WHEREAS, the Employer desires to retain the Employee to 
manage and  oversee its fertilizer department and to initiate 
and oversee the start-up of a salt operation by the Employer, 
and the Employee desires to accept such employment upon the 
terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the mutual 
promises and covenants contained herein, and for other good 
and valuable consideration, the receipt and adequacy of which 
is hereby acknowledged, the Employer and the Employee agree 
as follows:

     1.     EMPLOYMENT.  The Employer hereby employs the 
Employee as its Vice President - Fertilizer Department to 
manage and oversee the Employer's agricultural fertilizer 
sales department and new salt operation and the Employee 
accepts such employment upon the terms and conditions contained 
herein.

     2.     TERM.  Except as otherwise provided herein, the 
term of this agreement shall begin on September 1, 1994, and 
shall continue for a period of three (3) years, ending on August 
31, 1997.  Thereafter, this agreement shall continue with 
twelve (12) months notice of termination during the year ending 
December 31, 1998, and thereafter on month-to-month basis and 
may be terminated by either party upon thirty (30) days prior 
written notice.

     3.     DUTIES.  The Employee shall perform all the 
services generally performed by a Vice President of one of the 
Employer's Departments, and specifically, the Fertilizer 

<PAGE>

Division, and shall devote his full time, attention, and energies 
to the Business during normal working hours for purposes of 
performing his obligations and duties hereunder.  In this 
regard, the Employee shall perform such functions as are 
ordinary and customary in the performance of similar services 
by persons occupying a like position with other businesses of 
similar size and operation.  Specifically, the duties of the 
Employee shall include, without limitation, overseeing and 
managing the operation of the Fertilizer Division Terminal 
Operation and its office staff and working with member 
cooperatives in marketing the Employer's products and 
services. The precise services of the Employee may be specified
from time to time by the Employer.

     4.     RESTRICTIONS ON EMPLOYEE'S AUTHORITY.  The 
Employee shall not take any action on behalf of the Employer 
outside the ordinary course of the Business.  Specifically, 
the Employee shall not, without first obtaining the prior 
written approval of the Board of Directors of the Employer, 
do, or cause to be done, in the name of, or on behalf of, the 
Employer, any of the following:

     (a)     Bind the Employer to any contract, debt, obligation 
or commitment other than in the ordinary course of the Employer's
business which could result in the Employer incurring a 
liability or expense in excess of $10,000 in any one instance, 
or in excess of $25,000 in the aggregate;

     (b)     Employ or retain the services of any employee, 
independent contractor, or other agent under any contract, 
relationship or arrangement that is not terminable at will 
by the Employer;

     (c)     Acquire any interest in any real property;

     (d)     Sell or contract to sell any property (other 
than inventory in the ordinary course of business) of the 
Employer;

     (e)     Grant any mortgage or security interest in, or 
cause or permit any lien to be placed upon, any of the 
Employer's property or assets;

     (f)     Permit any material physical alterations to be 
made to the Employer's buildings and physical plant.

     5.     COMPENSATION.  

          (a)     Base Salary.  The Employer shall pay the 
Employee a base salary of Ninety-eight Thousand Dollars 
($98,000) per year in exchange for his services hereunder.  
Such salary shall be payable pursuant to the Employer's normal 
and customary payroll rotation and shall be subject to all 
applicable withholding and employment-related taxes.  The 

<PAGE>

base salary of the Employee shall be reviewed annually, and 
shall be increased on September 1, 1995, and each September 1 
thereafter during the term of this agreement, by an amount not 
less than four percent (4%) of the prior year's base salary.

          (b)Bonus.

               (I)     Fertilizer Operations.  In addition to 
the base salary provided in subparagraph (a) above, the Employee 
shall be eligible to receive an annual bonus equal to ten 
percent (10%) of the Employee's then current base salary upon 
the Fertilizer Department attaining a minimum net profit of 
$500,000 for the Employer's fiscal year ending October 31, 1995,
 or for any fiscal year thereafter.   The bonus shall be due 
and payable upon completion of the Employer's audit by its 
independent certified public accountants for each such fiscal 
year and shall be subject to all applicable withholding and
employment-related taxes.

               (ii)    Salt Operations.  In addition to the 
base salary provided in subparagraph (a) and bonus under 
subparagraph (b)(i) above, the Employee shall, for each of 
the salt operations' first four (4) complete fiscal years of 
operation (excluding the start up year of the salt operations),
 be entitled to receive a bonus equal to ten percent (10%) of 
the Employer's pre-tax net profit from the Employer's salt 
operations for such year.  The bonus shall be due and payable 
upon completion of the Employer's audit by its independent 
certified public accountants for the first complete fiscal year 
after the Employer commenced its salt operation and each year 
thereafter and shall be subject to all applicable withholding 
and employment-related taxes.

          (c)     Relocation Bonus.  As a one time incentive 
payment for the Employee's acceptance of employment hereunder, 
early resignation from employment by his former employer, 
loss of bonus compensation due from his former employer,  
and relocation to the North Little Rock, Arkansas area of the 
Employer's operations, the Employer shall pay the Employee a 
relocation bonus equal to Twenty-four Thousand Dollars ($24,000),
which shall be subject to all applicable withholding and
employment-related taxes.  The bonus shall be due and payable 
upon the Employee's  commencement of employment under this 
agreement.

     6.     WORKING FACILITIES.  The Employer shall provide 
the Employee with such office space and facilities as are 
suitable for his position and appropriate for the performance 
of his duties hereunder.

     7.     EXPENSES.  The Employee may incur reasonable 
expenses for promoting the Business, including expenses for
entertainment, travel, and other similar items.  Provided the 

<PAGE>

incurrence of such expenditures had been previously approved by 
the Employer, the Employer will reimburse the Employee for all
such expenses upon presentation of an itemized expense accounting.

     8.     VACATIONS AND HOLIDAYS.  The Employee shall be 
entitled to annual  vacation, sick  leave, personal leave and 
time off during holidays recognized by the Employer in 
accordance with the Employer's normal policies.  Vacation not 
taken during any year shall lapse and the Employee shall not 
be entitled to cumulate vacation time from year to year.

     9.     TERMINATION FOR CAUSE.  Notwithstanding the term 
specified in paragraph 2 hereof, the Employer may terminate 
this agreement without liability (other than the payment of 
accrued salary through the date of termination) at any time 
after the occurrence of any one or more of the following events 
of termination:

          (a)     The Employee engaging in any act which 
constitutes (i) a felony under any state law or law of the 
United States, (ii) gross, willful, or wanton negligence or 
misconduct, (iii) breach of any fiduciary duty to the Employer,
(iv) embezzlement, or (v) fraud.

          (b)     The Employee engaging in any act which brings
the Employer or the Business into disrepute in the community, 
including, without limitation, habitual use of drugs or alcohol.

          (c)     The Employee's failure to fulfill and perform 
his duties and covenants hereunder in a faithful, diligent, 
and efficient manner; provided that no termination shall occur 
under this subparagraph (c) until the Employee has received 
written notice from the Employer of such failure and has failed 
to cure the same to the reasonable satisfaction of the Employer 
within ten (10) days after receipt of such notice.

     10.     DEATH DURING EMPLOYMENT.  If the Employee dies 
during the term of his employment, the Employer shall pay to 
the estate of the Employee the compensation which would otherwise 
be payable to the Employee up to the end of the month in which 
death occurred.  Thereafter, this agreement shall terminate and 
the Employer shall have no further obligation hereunder.

     11.     DISCLOSURE OF INFORMATION.  The Employee 
acknowledges that information obtained pursuant to his 
position constitutes a valuable, special, and unique asset 
of the Employer and the Business.  The Employee will not, 
during or after the term of his employment, disclose, make 
public or otherwise utilize any proprietary or other 
confidential information relating to the Business or the 
Employer including, without limitation, disclosure or use of 
the Employer's customer lists or records.  In the event of a 
breach or threatened breach by the Employee of the provisions

<PAGE>

of this paragraph, the Employer shall be entitled to an 
injunction restraining the Employee from disclosing or using 
such information or from rendering any services to any person,
firm, partnership, corporation, association, or other entity to
whom such information has been disclosed or is threatened to be
disclosed.  Nothing contained herein shall be construed as 
prohibiting the Employer from pursuing any other remedies 
available to it for any such breach or threatened breach,
including recovery of damages.

     12.     INSURANCE AND FRINGE BENEFITS.   The Employee 
shall be entitled, upon satisfying the eligibility 
requirements for participation applicable to all of the 
Employer's employees, to participate in the Employer's 401(k),
long-term disability, health and hospitalization insurance 
and other benefits offered under the same benefits package 
made available by SFS to its other employees.  The foregoing
notwithstanding, the Employer shall reimburse the Employee 
for a portion of the cost of any insurance premiums paid by
the Employer to continue the coverage provided under his 
former employer's plan pursuant to the provisions of the 
Consolidated Omnibus Budget Reconciliation Act of 1985 
("COBRA") during the first eighteen (18) months of his 
employment hereunder.  During the first six (6) months of 
such COBRA coverage, the Employer shall reimburse the 
Employee an amount equal to sixty percent (60%) of the 
premiums paid and during the final twelve (12) months of 
such coverage an amount equal to one hundred percent (100%)
of the premiums paid.  The amount of the premium reimbursement
due hereunder shall be increased by an additional amount 
sufficient to cover the federal, state and local income and 
FICA taxes and withholding requirements imposed on such 
reimbursement based on the Employee's then current income.

     15.     MISCELLANEOUS. 

          (a)     Assignment.  This agreement and the rights,
obligations and duties of the Employee shall not be assignable 
or otherwise transferable.

          (b)     Modification.  No provision contained herein 
may be modified, amended or waived except by written agreement 
signed by the party to be bound thereby.

          (c)     Binding Effect and Benefit.  This agreement 
shall inure to the benefit of, and shall be binding upon, the 
parties hereto, their heirs, executors, administrators, 
personal representatives, successors and permitted assigns.

          (d)     Headings and Captions.  Subject headings and 
captions are included for convenience purposes only and shall
not affect the interpretation of this agreement.

<PAGE>

          (e)     Notice.  All notices, requests, demands and 
other communications permitted or required hereunder shall be
in writing, and shall be deemed to have been duly given upon
delivery if delivered in person, or on the date postmarked 
if mailed, registered or certified United States mail, 
postage prepaid to such parties last known address or to 
such other address as either party may designate by notice.

          (f)     Severability.  If any portion of this 
agreement is held invalid, illegal or unenforceable, such 
determination shall not impair the enforceability of the 
remaining terms and provisions herein.

          (g)     Waiver.  No waiver of a breach or violation 
of any provision of this agreement shall operate or be 
construed as a waiver of any subsequent breach or limit or
restrict any right or remedy otherwise available.

          (h)     Rights and Remedies Cumulative.  The rights 
and remedies expressed herein are cumulative and not exclusive
of any rights and remedies otherwise available.

          (I)     Gender and Pronouns.  Throughout this 
agreement, the masculine shall include the feminine and 
neuter and the singular shall include the plural and vice 
versa as the context requires.

          (j)     Entire Agreement.  This document constitutes
the entire agreement of the parties and supersedes any and all
other prior agreements, oral or written, with respect to the 
subject matter contained herein.

          (k)     Governing Law.  This agreement shall be 
subject to and governed by the laws of the State of Arkansas.

          (l)     No Joint Venture or Partnership.  This 
agreement shall not be considered to create any type of 
joint venture, partnership, or any other legal relationship 
between the parties where either party shall share or be 
responsible for the debts or liabilities of the other party.  
In addition, this agreement shall not be construed as making 
either party an agent of the other party beyond the extent 
expressly provided in and limited by this agreement, or as 
giving the right of one party to legally bind the other in 
any manner so as to permit the incurrence of debts and 
liabilities on behalf of the other party.

     IN WITNESS WHEREOF, the parties have executed this 
agreement effective as of the day and year aforesaid.

<PAGE>

                              EMPLOYER:

                              SF Services, Inc.

                              By: /s/Robert P. Dixon
                                     ------------------
                                     Robert P. Dixon
                              Title: President


                              EMPLOYEE:

                               /s/ William H. "Billy" Smith
                                   ----------------------------
                                   William H. "Billy" Smith


<PAGE>

Exhibit 10(c)


                              EMPLOYMENT AGREEMENT


     AGREEMENT made effective the 1st day of April, 1996, 
by and between ROBERT P. DIXON, hereinafter referred to as 
"Employee," and SF SERVICES, INC., an Arkansas agricultural 
cooperative, hereinafter referred to as "Employer."

     WHEREAS, the Employee serves the Employer as its president
and chief executive officer; and 

     WHEREAS, the Employee has notified the Employer that he
intends to retire as president and chief executive officer 
when a successor has assumed that position and as an 
employee effective December 31, 1997; and 

     WHEREAS, the Employer wishes to continue the employment 
of the Employee as president and chief executive officer 
until a successor assumes that position and as a special 
consultant from that time until December 31, 1997; and 

     WHEREAS, the Employer wishes to protect its interests 
by having the Employee agree to a covenant not to compete 
and to an understanding of confidentiality; and 

     WHEREAS, the Employer wishes to recognize the meaningful 
past services of the Employee by providing a severance payment
for him and also to compensate him for his confidentiality 
and noncompetition covenants.

     NOW, THEREFORE, in consideration of the premises and the 
mutual promises of the parties, one to the other, IT IS AGREED:

     1.     Employment.  The Employer hereby employs the 
Employee, and the Employee hereby accepts employment, upon 
the terms and conditions hereinafter set forth.

     2.     Term.  Subject to the provisions for termination,
as hereinafter provided, the term of this Agreement shall 
begin effective April 1, 1996, and shall continue until 
December 31, 1997, unless terminated sooner as hereinafter 
provided.

     3.     Compensation.  

          (a)     Salary.  During the period beginning April 
1, 1996 and ending December 31, 1997, for all services 
rendered by the Employee under this Agreement, the Employer 
shall pay to the Employee an annual salary of Two Hundred 
Fifty Thousand Dollars ($250,000) payable proratably in 
accordance with the Employer's established payroll periods.

<PAGE>

          (b)     Bonus.  The Employee shall be entitled to 
an annual bonus equal to one percent (1%) of the Employer's 
net savings after taxes for the Employer's fiscal year ending 
October 31, 1996, which amount shall be payable as soon as the 
amount payable is determined and written notice is given to 
the Employee by the Employer's certified public accountant.  
Thereafter the Employee shall not be entitled to a bonus.

     4.     Duties of Employee.  During the term beginning 
April 1, 1996 and ending on the date a successor president 
and chief executive assumes that position, the Employee shall 
serve the Employer as its president and chief executive officer 
and shall devote his full time and attention to the affairs of 
the Employer.  During the period beginning on the date his 
successor begins employment and ending December 31, 1997, 
the Employee shall be available on an "as needed" basis to 
consult with his successor and to assist him in the 
transition of management.  At all times the Employee shall
serve the Employer faithfully and diligently and according to
the best of his abilities and shall use every effort to 
promote the interests of the Employer.  

     5.     Automobile and Travel Expense.  The Employer 
shall provide the Employee with an automobile comparable to 
the one he is presently driving until the termination of this 
Agreement, at which time the Employee shall have the right 
to purchase the vehicle at its fair value.  The Employer 
shall reimburse the Employee for all expenses he incurs in 
operating the automobile provided him by the Employer, and 
the Employee shall reimburse the Employer for any personal 
use of the vehicle.  The Employer also agrees to reimburse 
the Employee for all business-related expenses incurred when 
the Employee is traveling away from North Little Rock, 
Arkansas.  Recognizing that the Employee's duties will require
considerable time away from North Little Rock, the Employer
agrees that it is reasonable and proper for his spouse to 
accompany him on his travels and to attend business-related 
functions from time to time and for the Employee to be 
reimbursed for the expenses of his spouse which the Employer
believes will be beneficial to it.

     6.     Life Insurance.  During the term of this 
Agreement, the Employer agrees to keep in force Three Hundred
Thousand Dollars ($300,000) of life insurance on the 
Employee's life payable to the Employee's designated 
beneficiary which amount shall be in excess of the normal 
life insurance benefit provided by the Employer for its 
employees.  

     7.     Health Insurance.  During the term of this 
Agreement, the Employer agrees to provide the Employee with 
family health insurance benefits similar to those currently 
in effect provided the Employee and his spouse are eligible 

<PAGE>

for coverage.  Following the term of this Agreement, the 
Employee shall be entitled to continue the same coverage at 
his expense.  

     8.     Disability and Termination Benefits.  In the 
event the Employee becomes physically or mentally disabled 
and cannot perform substantially all of his duties as required
by paragraph 4, then the Employer agrees to pay the Employee
until December 31, 1997, seventy-five percent (75%) of his 
regular monthly salary set forth in paragraph 3(a), and to 
provide for the Employee all health insurance and qualified 
retirement benefits which were in effect at the date of 
disability.  In addition to the foregoing, if the disability 
occurs prior to October 31, 1996, the Employer agrees to pay 
the Employee a bonus for that fiscal year as provided for 
under paragraph 3(b) but prorated using a fraction the 
numerator of which shall be the number of calendar days 
during the fiscal year prior to the effective date of the 
Employee's disability or termination and the denominator 
of which shall be 365.  

     9.     Death.  In the event of the Employee's death 
during the term of this Agreement, the Employee's salary 
shall terminate at the end of the month in which his death 
occurs; however, if his death occurs on or before October 31,
1996, the Employee shall be entitled to a bonus as provided
for under paragraph 3(b) but prorated using a fraction the 
numerator of which shall be the number of calendar days 
during the fiscal year prior to the date of death and the 
denominator of which shall be 365.  

     10.     Other Benefits.  Upon the termination of the 
employment relationship between the Employer and the Employee,
for whatever reason, the Employee, if living, or, if not, 
his estate shall be entitled to all normal retirement 
benefits payable by the Employer to him as a terminating 
employee.

     11.     Provision of Equipment.  At such time as the 
Employee becomes a consultant hereunder, the Employer shall
provide the Employee with a facsimile machine and personal 
computer to facilitate his consulting responsibilities.

<PAGE>

     12.     Noncompetition.  The Employee agrees to the 
following restrictions on him during the term of this 
Agreement and thereafter:

          (a)     The Employee agrees that he will not, at 
any time during the term of this Agreement or during the 
one-year period following the term of this Agreement, 
participate at a top level of management with any business 
of whatever form that engages in any business activity which 
is the same as, similar to, or in any manner competitive with,
the business now or hereafter engaged in by the Employer in
any county in any state in which the Employer currently has 
a member store.  For purposes of this subparagraph (a), 
"top level of management" shall include, but not be 
limited to, a sole proprietor, a general partner in a 
general or limited partnership, a chairman of the board, 
president, chief executive officer or executive vice 
president of a corporation, or a managing member of a 
limited liability company.  Furthermore, for purposes of 
this subparagraph (a), involvement as an employee, partner 
or member of an entity which supplies inventory items for 
the Employer shall not constitute competition with the 
Employer.

          (b)     The position of the Employee has brought 
him into close contact with many confidential affairs of the
Employer including matters of a business nature such as 
information about costs, profits, markets, sales, trade 
secrets, potential patents and other business ideas, customer
lists, plans for future developments and other information 
not known to businesses in the same lines of business as the 
Employer and other proprietary rights (hereinafter, 
collectively, "Confidential Matters").  The Employee agrees 
at all times hereafter to protect from damage or destruction 
and keep secret all Confidential Matters of the Employer and 
not to disclose them in any manner whatsoever to anyone, or
otherwise use them or use his knowledge of the knowhow, sales 
techniques, sales operation, customer lists, trade names or 
trade marks and other valuable intangible assets of the 
Employer, except with the Employer's prior written consent.

          (c)     The parties agree that the restrictive 
covenants contained herein relate to matters which are of a 
special, unique, and extraordinary character, the breach of 
which by the Employee will cause the Employer irreparable 
injury and damages.  Consequently, the parties expressly 
agree that the Employer shall be entitled to injunctive 
and/or other equitable relief to prevent a breach of this 
agreement, and to secure the enforcement of the terms and 
conditions herein in addition to any other legal or 
equitable remedy which may be available.

<PAGE>

     13.     Severance Pay.  Between January 1 and January 
10, 1998, the Employer shall pay the Employee, if living, 
or, if not, his estate, severance pay which shall be 
predicated on four days of work for each of the Employee's 
twenty-eight (28) years of service to the Employer (a total 
of 112 work days), two hundred sixty (260) work days per 
year and the Employee's compensation rate set out in paragraph
3(a).  The right to receive severance pay may not be assigned 
or transferred at any time by the Employee and any effort 
by the Employee to do so shall result in a forfeiture of 
the right to receive the payment.  

     14.     Termination by Employer.  The Employer shall 
have the right to terminate this Agreement at any time, but 
only for cause.  For purposes of this Agreement "cause" 
shall exist if:

          (a)     The Employee fails to discharge his 
responsibilities hereunder to the satisfaction of the 
Chairman of the Board of the Employer after being 
reprimanded in writing for a prior failure to do so and 
then given ninety (90) days to properly discharge his 
date; or

          (b)     The Employee violates the restrictive 
provisions of paragraph 11.

     15.     Termination by Employee.  The Employee shall 
have the right to terminate this Agreement at any time by 
giving one hundred twenty (120) days written notice to the 
Employer; provided, however, the restrictions imposed on the 
Employee under paragraph 11 shall survive his termination.

     16.     Notices.  Any notice required or permitted to 
be given under this Agreement shall be sufficient if in 
writing, and if sent by registered mail or certified mail to 
his residence in the case of the Employee, or to its 
principal office in the case of the Employer. 

     17.     Waiver of Breach.  Waiver by the Employer of a 
breach of any provision of this Agreement by the Employee 
shall not operate to be construed as a waiver of any 
subsequent breach by the Employee. 

     18.     Entire Agreement.  This instrument contains the
entire agreement of the parties.  It may not be changed 
orally but only by an agreement in writing signed by the 
party against whom enforcement of any waiver, change, 
modification, extension or discharge is sought. 

     19.     Benefit.  This Agreement shall inure to the 
benefit of, and shall be binding upon, their heirs, 
successors, assigns, and legal representatives.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this 
Agreement the day and year aforesaid.

EMPLOYER:

SF SERVICES, INC.


By: /s/ Johnny H. Wilson
        --------------------
        Johnny H. Wilson
        Chairman of the Board
ATTEST:

    /s/ Elizabeth White
        --------------------
        Elizabeth White, Secretary

EMPLOYEE:


    /s/ Robert P. Dixon
        -------------------
        Robert P. Dixon

<PAGE>

                              EXHIBIT 21



                        LIST OF SUBSIDIARIES:

       NAME                               STATE OF INCORPORATION
------------------------                  ----------------------

  Cloverleaf Cooperative                      Mississippi
  SFA, Inc.                                   Arkansas
  Deep South Farmers Supply, Inc.             Louisiana
  Professional Technologies, Inc.             Arkansas
  AgGrow Finance, Inc.                        Arkansas
  Southern Farm Fish Processors, Inc.         Arkansas
  SF Technical Services, Inc.                 Arkansas
  Northeast Arkansas Oil Company, LLC         Arkansas