UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                  FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarterly Period Ended                             Commission File
November 30, 1999                                    Number 0000927536




                     ALLIANCE FARMS COOPERATIVE ASSOCIATION
       (Exact name of small business issuer as specified in its charter)



Colorado                                                   84-1270685
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
Incorporation or Organization)



                   503 East 8th Avenue, Yuma, Colorado  80759
                    (Address of principal executive offices)

                                  970-848-3231
                           (Issuers telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [  ]

At January 14, 2000, there were 190 shares of the issuer's common stock
outstanding, of which 136 were shares of Class A common stock and 54 were shares
of Class B common stock.

Transitional Small Business Disclosure Format (check one):  Yes [  ]   No [X]
<TABLE>
<CAPTION>

                          ALLIANCE FARMS COOPERATIVE ASSOCIATION
                                      BALANCE SHEETS


                                                                    November 30, 1999                August 31, 1999


ASSETS                                                                 <C>                              <C>
<S>
Current Assets:
   Receivables, trade                                                        $4,165                         $14,701
   Receivables, non-trade (Note 3)                                           23,420                          17,215
   Inventory  (Note 4)                                                    4,146,890                       4,260,949
   Other current assets                                                      55,740                          85,612

       Total current assets                                              $4,230,215                      $4,378,477

   Property, plant and equipment, at cost                               $29,930,507                     $29,896,188
   Less accumulated depreciation                                          5,094,675                       4,686,614

                                                                        $24,835,832                     $25,209,574


   Breeding stock                                                        $3,577,909                      $3,707,900
   Less accumulated depreciation                                          1,238,775                       1,166,528

                                                                         $2,339,134                      $2,541,372
   Other assets, net of $146,950 and $142,695
     accumulated amortization                                              $385,868                        $390,123

                                                                        $31,791,049                     $32,519,546



LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Bank Overdraft                                                          $658,870                        $700,960
   Current maturities of long-term debt (Note 5)                          1,812,000                       1,812,000
   Accounts payable (Note 3)                                                744,590                       1,052,504
   Patronage refund payable                                                       0                         200,000
   Accrued property tax                                                     498,488                         481,796
   Accrued payroll                                                          153,394                         157,503
   Other accrued expenses                                                   529,515                         588,481

     Total current liabilities                                           $4,396,857                      $4,993,244

Long-term debt (Note 5)                                                 $16,081,522                     $15,898,422

Shareholders' equity:
   Class A common stock of $.01 par value;  authorized
     5,000 shares, issued and outstanding 136 shares                             $1                              $1
   Class B common stock of $.01 par value;  authorized
     2,500 shares, issued and outstanding 54 shares                               1                               1
   Class C common stock of $.01 par value;
     authorized 2,500 shares, none issued                                         0                               0
   Additional paid-in capital                                            13,177,409                      13,177,409
   Patronage refund for reinvestment                                      1,379,116                       1,379,116
   Accumulated deficit                                                  (3,243,857)                     (2,928,647)

      Total shareholders' equity                                        $11,312,670                     $11,627,880
     Commitments and Contingencies (Note 6)                                  ------                          ------

                                                                        $31,791,049                     $32,519,546
<FN>
                      See accompanying notes to financial statements
</TABLE>

<TABLE>
<CAPTION>


                       ALLIANCE FARMS COOPERATIVE ASSOCIATION
                               STATEMENTS OF EARNINGS

                 For three months ended November 30, 1999 and 1998


                                                                    1999                      1998


<S>                                                             <C>                        <C>
Net sales  (Notes 2 and 3)                                       $4,831,581                 $4,301,907
Cost of goods sold (Note 3)                                       4,344,757                  3,688,814


     Gross margin                                                  $486,824                   $613,093

Expenses related to start-up
  of new production facilities                                           $0                    $85,698
Administrative expenses                                             266,509                    264,957
Loss on sale of breeding stock                                      125,958                    248,651


Operating income                                                    $94,357                    $13,787

Other income (expense):
   Interest expense                                              ($412,782)                 ($400,241)
   Other                                                              3,215                      9,988

                                                                 ($409,567)                 ($390,253)




Net loss                                                         ($315,210)                 ($376,466)




<FN>
See accompanying notes to financial statements
</TABLE>


















<TABLE>
<CAPTION>

                        ALLIANCE FARMS COOPERATIVE ASSOCIATION
                               STATEMENTS OF CASH FLOWS
                                      UNAUDITED


                                                                       Three Month Periods Ended
                                                                               November 30

                                                                      1999                     1998
<S>                                                                <C>                       <C>

Cash flows from operating activities:
   Net loss                                                         ($315,210)               ($376,466)
   Adjustment to reconcile net income to net cash
     provided by operating activities:
        Provision for depreciation and amortization                    731,275                  660,600
        Loss on sale of breeding stock                                 125,958                  248,651
   Changes in assets and liabilities:
        Receivables                                                      4,331                   36,705
        Inventory                                                      114,059                    2,977
        Other current assets                                            29,872                    9,346
        Other assets                                                         0                  (2,105)
        Accounts payable                                             (307,914)                (245,289)
        Accrued expenses                                              (46,383)                  264,880

            Net cash provided by operating activities                 $335,988                 $599,299

Cash flows from investing activities:
   Capital expenditures                                             ($405,820)             ($2,150,731)
   Proceeds from sale of breeding stock                                128,822                  150,243

          Net cash used in investing activities                     ($276,998)             ($2,000,488)


Cash flows from financing activities:
   Proceeds from issuance of long term debt                                 $0                 $224,815
   Net increase (decrease) in revolving term credit                    636,100                (153,909)
   Payment on long term debt                                         (453,000)                (453,000)
   Increase in note payable to Farmland                                      0                1,526,600
   Payment of patronage refund                                       (200,000)                        0
   Increase (decrease) in bank overdraft                              (42,090)                  256,683
            Net cash provided by

                    financing activities:                            ($58,990)               $1,401,189


            Change in cash                                                  $0                       $0

Cash at beginning of period                                                  0                        0

Cash at end of period                                                       $0                       $0





<FN>
                    See accompanying notes to financial statements
</TABLE>


                     Alliance Farms Cooperative Association

                    Notes to Condensed Financial Statements

                                  (Unaudited)

1.   Interim Financial Statements

     The accompanying condensed unaudited financial statements reflect all
     adjustments (consisting of only normal recurring adjustments) which in the
     opinion of management, are necessary for a fair presentation of the
     financial position, results of operations and cash flows for the interim
     periods presented.  Income taxes have not been provided because Alliance
     Farms Cooperative Association (Alliance) expects to derive nearly 100% of
     its net income from the sale of feeder and weaned pigs to its members which
     will be apportioned and distributed to members of Alliance on a patronage
     basis in accordance with its by-laws.

     Certain information and footnote disclosures normally included in financial
     statements presented in accordance with generally accepted accounting
     principles have been condensed or omitted.  The August 31, 1999 balance
     sheet presented in the accompanying condensed financial statements was
     derived from the financial statements in Alliance's August 31, 1999 Annual
     Report on Form 10-KSB.  The accompanying unaudited condensed financial
     statements should be read in conjunction with the financial statements and
     notes in Alliance's August 31, 1999 Annual Report on Form 10-KSB.

2.   Sales

     Alliance has sold virtually all of its feeder and weaned pigs to its
     members for the three month periods ended November 30, 1999 and 1998  at a
     contractual price which is based on Alliance's operating costs (which are
     based on a five month rolling average), debt service and an additional
     amount of $0 to $4.50 per pig sold as determined periodically by the Board
     of Directors at its discretion.  For the three months ended November 30,
     1999 and 1998 no additional amount per pig was charged in addition to the
     operating costs and debt service for feeder and weaned pigs.

     Because the contractual price for the sale of a feeder and a weaned pig is
     determined based upon, among other things, a five month historical rolling
     average of operating costs and to the extent that current operating costs
     per pig exceed the historical average operating costs, Alliance may incur a
     negative gross margin on the sale of its feeder and weaned pigs during
     periods of rising costs.

     Alliance's average net sales price and the average industry market price
     were as follows:



                                         Three Months Ended
                                            November 30

                                            1999     1998


      Feeder Pig Average Net Sales Price   44.31    50.19
      Feeder Pig Average Industry Market*  32.82    29.75

      Weaned Pig Average Net Sales Price   33.00    37.12
      Weaned Pig Average Industry Market*  22.80    17.01

      * From the USDA's Market News Service

       3. Transactions with Farmland, Yuma Cooperative and Effingham Equity
     As of November 30, 1999 and 1998, Farmland Industries, Inc. (Farmland)
     owned approximately 35.3% and 36.1%, respectively, of the Common Stock of
     Alliance, Yuma Farmers' Milling and Mercantile Cooperative (Yuma
     Cooperative) owned approximately 6.3% and 7.7%, respectively, of the Common
     Stock of Alliance, and Effingham Equity owned approximately 1.1% and 0%,
     respectively, of the Common Stock of Alliance.
     Alliance purchased feed from Yuma Cooperative, animal health supplies and
     breeding stock from Farmland, and feed and propane from Effingham Equity,
     based on market prices.  Yuma Cooperative, Farmland and Effingham Equity
     are members of Alliance.  Alliance also sold feeder or weaned pigs to
     Farmland, Yuma Cooperative and Effingham Equity.  Such purchases and sales
     were as follows:

                                 Three Months Ended
                                    November 30


                                      1999       1998


      Feed Purchases            $1,114,331   $1,132,695
      Propane Purchases             11,160       16,075
      Animal Health Purchases      320,944       97,351
      Breeding Stock Purchases     405,820      396,418
      Feeder & Weaned Pig Sales  1,998,632    2,224,164

     Alliance and Farmland equally share the rent for an administrative office
     in Yuma, Colorado.  Farmland also performs administrative, advisory and
     consulting services on behalf of Alliance pursuant to a contractual
     agreement.  The agreement provides that Farmland will be compensated for
     such services in an amount equal to one dollar per pig shipped adjusted
     annually for inflation for a term of ten years commencing July 13, 1994.
     Amounts paid by Alliance to Farmland under such agreement were as follows:

                           Three Months Ended
                               November 30
                            1999         1998

      Management Fee      $134,785     $102,351

     Alliance had $23,420 and $17,215 of non-trade receivables at November 30,
     1999 and August 31, 1999, respectively, due from Pig Producers I, LP ("Pig
     Producers"), a limited partnership in which Farmland holds a 12.5%
     interest, for the reimbursement of wages, benefits and other costs
     attributable to Alliance employees that are assigned to perform various
     duties at Pig Producers, as well as for items received out of Alliance's
     shop stock inventory.

     Alliance owed $71,694, $60,124 and $30,241 at November 30, 1999 and
     $318,604, $95,292 and $32,147 at August 31, 1999 to Farmland, Yuma and
     Effingham, respectively, for goods and services. Alliance is also obligated
     to Farmland in the amount of $333,172 at November 30, 1999 for funds used
     to purchase land for future expansion.  See note 5.

4.       Inventories


     Major components of inventories as of November 30, 1999 and August 31, 1999
     are as follows:

                             November 30        August 31
                                 1999              1999


      Feeder and Weaned Pigs.$  4,017,054      $  4,125,765
      Other..................     129,836           135,184

                             $  4,146,890      $  4,260,949








5.   Long-Term Debt


     Long term debt at November 30, 1999 and August 31, 1999 consisted of the
     following:

                                     November 30       August 31
                                        1999              1999

      CoBank Term Loan               $12,908,800      $13,361,800
      CoBank Construction Loan         4,015,450        4,015,450
      CoBank Revolving Term Credit       636,100                0
      Note Payable to Farmland           333,172          333,172

                                     $17,893,522      $17,710,422

      Less Current Maturities          1,812,000        1,812,000

                                     $16,081,522      $15,898,422



     On March 18, 1998, the Company entered into various loan agreements with
     CoBank, ACB ("CoBank") related to a secured credit facility which provides
     for up to $26,846,700 of non-revolving term debt,  $7,660,000 of revolving
     term credit and $18,400,00 of construction financing.  Proceeds from the
     term debt were used for refinancing the then existing non-revolving term
     debt, and will be used to finance the construction or acquisition of
     additional pig production facilities.  Proceeds from the revolving term
     credit were used for refinancing the existing revolving term credit, and
     will be used to provide working capital.  Proceeds from the construction
     loan may be used for the construction or acquisition of pig production
     facilities and are advanced by CoBank as construction costs are incurred by
     Alliance.  The actual advance of funds under this credit facility is
     subject to the satisfaction of certain conditions and may be withdrawn or
     terminated by CoBank under certain circumstances.  The unused portion of
     the credit facility expires August 31, 2001 with the unpaid balance on that
     date due by September 30, 2011 with respect to the revolving term credit,
     December 31, 2001 with respect to the non-revolving term debt and September
     30, 2001 with respect to the construction financing.
     The availability of non-revolving term debt, revolving term credit and
     construction debt under the CoBank credit facility is subject to specified
     equity investment levels in the Company being satisfied.  As of November
     30, 1999, $4,243,450 was immediately available to Alliance under its credit
     facility.  The availability of $13,936,900 of unused term loans and
     $3,645,000 of revolving term credit and $13,520,000 of construction loans
     under the CoBank credit facility is restricted and may be available only as
     additional shares of common stock are sold ($2,110,000 of term loans and
     $610,000 of revolving term credit for every $1,360,000 of Class A common
     stock sold and $1,675,000 of term loans and $485,000 of revolving term
     credit for every $1,080,000 of Class B or Class C common stock sold).
     The  CoBank credit facility provides for the monthly payment of principal
     and interest.  Principal payments pursuant to the existing non-revolving
     term debt are to be made in equal monthly installments of $151,000, with
     the remaining unpaid balance being due and payable on that date which is
     ninety-nine months after the final advance under the non-revolving term
     loan.  Principal payments pursuant to each $2,110,000 of new non-revolving
     term loans are to be made in monthly installments of $21,800 each,
     beginning on the 20th day of the eighteenth month following the date of the
     initial advance of such $2,110,000 loan.  For each $2,720,000 of new
     construction loans, payment of the entire outstanding principal balance is
     to be made on that date that is sixteen (16) months after the date of the
     initial advance for construction of the proposed facility.  The revolving
     loan commitment will be reduced in 40 equal payments commencing on August
     31, 2001, such that after the fortieth reduction, the revolving loan
     commitment will be zero.  To the extent that the outstanding principal
     balance under the revolving loan exceeds the revolving loan commitment, the
     Company will be required to immediately make a principal payment in a
     amount sufficient to reduce the outstanding principal balance under the
     revolving loan to an amount not exceeding the revolving loan commitment.
     Interest accrues on the outstanding principal balance of the loan at a rate
     equal to either (i) a variable rate equal to CoBank's then national
     variable rate plus a base rate margin of 1.25% for non-revolving term loans
     and for revolving loans or 2.25% for construction loans, or (ii) CoBank's
     then quoted rates for fixed rate loans, as may be elected from time to time
     by the Company, and is payable monthly in arrears by the 20th day of the
     following month.  During the period in which principal under the loan is
     outstanding, portions of such principal may bear interest at such variable
     rate while other portions may bear interest at such fixed rate.  As of
     November 30, 1999, interest accrued on the outstanding principal balance on
     the respective loan portions under variable rates at  9.75% per annum for
     non-revolving term loans, 9.75% per annum for revolving term loans and
     10.75% per annum for construction loans and between 8.01% and 9.14% for
     those portions under fixed rates.  The interest rates applicable to the
     loan are subject to reduction at specified times upon the Company's
     satisfaction of certain conditions relating to the Company's equity level
     and debt service coverage ratio.  As of November 30, 1999, no reductions in
     the Company's interest rate had been made.  The Company is permitted to
     prepay the loan at any time without penalty, except that in the event that
     fixed rate balances are prepaid, the Company is required to pay CoBank a
     surcharge in an amount equal to CoBank's funding losses with respect
     thereto.  Alliance capitalized $0 and $34,710 of interest on construction
     for the three months ended November 30, 1999 and 1998 respectively.
     In obtaining the secured credit facility, and for each year in which the
     credit facility is effective, the Company is required to pay a commitment
     fee equal to 0.5% on the outstanding revolving loan commitment and 0.25% on
     the unadvanced amount of the construction loan commitment.  In addition,
     the Company will be required to pay an activation fee equal to 1% on the
     amount withdrawn under the construction loan, along with a $6,000 fee with
     respect to the origination of each $2,110,000 of new non-revolving term
     loans.  During the course of the loan, the Company may be required to make
     additional equity investments at a rate not to exceed 1% of the average
     five-year principal loan balance (which additional equity investments may
     be satisfied out of CoBank's non-cash patronage distributions) until the
     Company meets CoBank's target level of equity investment, which currently
     is 11.5% of the Company's average five-year principal loan balance.  In
     addition, the Company was required to grant a first perfected lien and
     security interest on substantially all of its properties and assets to
     CoBank and to assign to CoBank all of the Company's rights in and to the
     existing and future Pig Purchase Agreements.  The Company is required to
     comply with various affirmative and negative covenants, including but not
     limited to (i) maintenance of at least a 0.25 ratio of total equity to
     total assets for the period ended August 31, 1998, and thereafter a 0.35
     ratio of total equity to total assets, (ii) maintenance of a debt service
     coverage ratio (calculated by dividing average annual cash flow by the
     current debt) of not less than one, (iii) provision of monthly financial
     statements and audited annual financial statements to CoBank, (iv)
     restrictions on the incurrence of additional indebtedness, (v) restrictions
     on certain liens, mergers, sales of assets, investments, guaranties, loans,
     advances and business activities unrelated to existing operations, and (vi)
     restrictions on the declaration and payment of the cash portion of
     patronage distributions and other distributions or allocations of the
     Company's earnings, surplus or assets.  The Company was in compliance with
     each of these covenants as of November 30, 1999.
     As of November 30, 1999, Alliance has borrowed $333,172 from Farmland to
     purchase land for future expansion.  The loan agreement with Farmland for
     the purchase of land is evidenced by a promissory note providing for
     amortization over a ten-year period, at a variable rate of interest equal
     to CoBank's prime rate (8.5% at November 30, 1999).  The payment schedule
     for this loan requires the Company to make interest-only payments for the
     life of the loan, with a final balloon payment of all principal to be made
     upon the expiration of the ten-year term in September 30, 2005.
     Long-term debt as of November 30, 1999 matures during the fiscal years
     ending August 31 in the following amounts:

                        2000                   $  1,359,000
                        2001                      2,101,603
                        2002                      2,472,030
                        2003                      2,472,030
                        Thereafter                9,488,859

                                               $ 17,893,522


6.       Commitments and Contingencies


     As of November 30, 1999, Alliance Farms was operating five 2,450-sow feeder
     pig production facilities in Yuma County, Colorado, two 2,450-sow feeder
     pig production facilities in Wayne County, Illinois, one 2,450-sow weaned
     pig production facility in Yuma County, Colorado, one 2,450-sow weaned pig
     production facility in Wayne County, Illinois, and one 5,000-sow (2,500
     feeder and 2,500 weaned pig production facility) unit in Yuma County,
     Colorado.  At November 30, 1999, commitments for construction of such
     facilities totaled $15,000.  These commitments will be funded through bank
     borrowings.

     In the November 1998 general election, Colorado voters adopted amendments
     to the Colorado Revised Statutes concerning the regulation of housed
     commercial swine feeding operations.  Such amendments may have material and
     adverse consequences to Alliance Farms and its business.  These amendments
     mandate certain water and air quality control measures that must be
     implemented by commercial swine feeding operations housing at least 800,000
     pounds of swine or which are deemed commercial under local law.
     Regulations implementing the amendments were recently promulgated and the
     amendments are applicable to Alliance's Colorado operations.

     Alliance has obtained the initial operating permits required to comply with
     the new provisions.  These permits include requirements to manage the
     application of manure as a fertilizer according to specified agronomic crop
     production requirements, to control off-site odors and to identify and
     evaluate cover alternatives for anaerobic treatment lagoons.  Alliance has
     implemented and is evaluating the use of biological feed and lagoon
     additives in an effort to comply with applicable requirements governing
     off-site odor management and cover requirements.  Alliance's permit to
     operate allows for continued evaluation of experimental covers and odor-
     control measures until July 1, 2000, after which time the applicable
     regulatory authorities will determine whether the control measures
     implemented are an acceptable cover technology.  Costs to comply with the
     applicable requirements are expensed as incurred.

     Alliance continues to evaluate the impact that the new statutes and
     regulations may have; however Alliance presently is unable to estimate the
     costs that reasonably could be expected to be incurred to comply with them.
     If Alliance is required to place rigid covers over its waste lagoons, it
     may have a material adverse impact on Alliance and its business.




     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


STATEMENTS MADE IN THIS REPORT THAT ARE NOT HISTORICAL IN NATURE, OR THAT
STATE ALLIANCE'S, OR MANAGEMENT'S INTENTIONS, HOPES, BELIEFS,   EXPECTATIONS, OR
PREDICTIONS OF THE FUTURE, ARE "FORWARD-LOOKING   STATEMENTS" WITHIN THE MEANING
OF SECTION 21E OF THE SECURITIES AND   EXCHANGE ACT OF 1934, AS AMENDED, AND
INVOLVE RISKS AND UNCERTAINTIES.    IT IS IMPORTANT TO NOTE THAT ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM   THOSE EXPRESSED IN SUCH FORWARD-LOOKING
STATEMENTS.  FACTORS THAT COULD   CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO,   THOSE DISCUSSED UNDER THE CAPTION *FACTORS
THAT MAY AFFECT FUTURE RESULTS   OF OPERATIONS, FINANCIAL CONDITION OR BUSINESS*
IN ALLIANCE'S ANNUAL   REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED AUGUST
31, 1999, AS WELL   AS THOSE DISCUSSED ELSEWHERE IN ALLIANCE'S REPORTS FILED
WITH THE   SECURITIES AND EXCHANGE COMMISSION FROM TIME TO TIME.


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     At November 30, 1999, Alliance reported a working capital deficit of
$166,642 and total assets of $31,791,049.

     As of November 30, 1999, Alliance has 136 shares of Class A Common Stock
issued and outstanding, 54 shares of Class B Common Stock issued and outstanding
and no issued and outstanding shares of Class C Common Stock.  As of November
30, 1999, Alliance had $4,243,450 immediately available under its credit
facility with CoBank, consisting of $864,550 of construction loans and
$3,378,900 of revolving term credit. The availability of non-revolving term debt
and revolving term credit under the CoBank credit facility is subject to
specified equity investment levels in the Company being satisfied.

   As of November 30, 1999, Alliance has borrowed $333,172 from Farmland to
purchase land for future expansion.  The loan agreement with Farmland for the
purchase of land is evidenced by a promissory note providing for amortization
over a ten-year period, at a variable rate of interest equal to CoBank's prime
rate (8.5% at November 30, 1999).  The payment schedule for this loan requires
the Company to make interest-only payments for the life of the loan, with a
final balloon payment of all principal to be made upon the expiration of the
ten-year term in September 30, 2005.

     Major uses of cash during the three months ended November 30, 1999 include
$405,820 for capital expenditures on facilities, $453,000 of principal payments
on long term debt and $200,000 payment of patronage refunds.  Major sources of
cash include  $128,822 of proceeds from the sale of breeding stock, a $636,100
increase in revolving term credit and $335,988 in cash provided by operating
activities.

THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998

     Shipments of feeder pigs and weaned pigs were higher for the three months
ended November 30, 1999 than in the prior year.  Alliance shipped 83,437 feeder
pigs and 34,382 weaned pigs for the quarter ended November 30, 1999 compared to
71,000 feeder pigs and 19,896 weaned pigs shipped for the quarter ended November
30, 1998 for an increase in feeder pigs shipped of approximately 18% and an
increase in weaned pigs shipped of approximately 73%.  Net sales for the quarter
ended November 30, 1999 increased to $4,831,581 from $4,301,907 for the prior
year period.  Net sales for the quarter ended November 30, 1999 consisted of
$3,697,132 feeder pig sales and $1,134,449 weaned pig sales.  Net sales for the
quarter ended November 30, 1998 consisted of $3,563,402 feeder pig sales and
$738,505 weaned pig sales.  Seven 2,450-sow feeder pig units, two 2,450-sow
weaned pig units and one 5,000-sow unit (2,500 feeder and 2,500 weaned pig unit)
were in operation for the quarter ended November 30, 1999.  Seven 2,450-sow
feeder pig units were in operation for the quarter ended November 30, 1998.  One
2,450-sow weaned pig unit was in operation for three months of the quarter ended
November 30, 1998 and one was in operation for only two months. The sales price
per feeder pig pursuant to Alliance's Pig Purchase Agreements was lower for the
quarter ended November 30, 1999 due to the five month rolling average of
operating costs being less than the five month rolling average of operating
costs for the quarter ended November 30, 1998. Average net sales prices for
feeder and weaned pigs were $44.31 and $33.00 during the quarter ended November
30, 1999 and $50.19 and $37.12 during the quarter ended November 30, 1998,
respectively.

     Alliance earned gross margins of $486,824 and $613,093 for the three month
periods ended November 30, 1999 and 1998, respectively.  This reduction in gross
margin is primarily due to the nature of the contractual pricing arrangements
applicable to Alliance's sale of feeder and weaned pigs to its members.  As
previously described, the selling price for Alliance's feeder and weaned pigs is
based on, among other things, the five-month rolling average of operating costs
per pig for feeder and weaned pigs.  For the first quarter of fiscal 2000,
Alliance's average net sales price for feeder and weaned pigs exceeded then
current production costs by $4.13 per pig sold.  For the first quarter of fiscal
1999, the net sales price exceeded then current production costs by $6.75 per
pig sold.

     Sales to Farmland and Yuma for the three month periods ended November 30,
1999 and 1998 were $1,998,632 and $2,224,164, respectively.   The average feeder
pig net sales price per head was $44.31 and $50.19 and the average feeder pig
industry market price per head was $32.82 and $29.75 during the quarters ended
November 30, 1999 and 1998, respectively.  The average weaned pig net sales
price per head was $33.00 and $37.12 and the average weaned pig industry market
price per head was $22.80 and $17.01 during the quarters ended November 30, 1999
and 1998, respectively.

     No start-up costs were recorded during the three months ended November 30,
1999.  Alliance recorded $85,698 of start-up costs relating primarily to the
operation of the 5,000 sow pig production facility under construction in Yuma
County, Colorado during the three months ended November 30, 1998.  All costs for
the three month period ended November 30, 1998  were comprised of utilities,
feed, labor and other general expenses prior to the operation of the new pig
production facilities.

     Administrative expenses were $266,509 for the three months ended November
30, 1999 compared to $264,957 for the prior year period.

     Loss on sale of breeding stock was $125,958 for the three months ended
November 30, 1999 compared to $248,651 for the prior year period.  This decrease
is attributable to improved market conditions during the three months ended
November 30, 1999 as compared to the prior year period.
     Interest expense of $412,782 for the three months ended November 30, 1999
as compared to $400,241 for the prior year period, was incurred in financing the
development of  the ten existing production facilities.  As of November 30,
1999, Alliance had borrowed $17,560,350 from CoBank for construction and start
up costs and $333,172 from Farmland for the purchase of land which is intended
to be used for future expansion.

     Alliance incurred a net loss of $315,210 for the three months ended
November 30, 1999 compared to a net loss of $376,466 for the prior year period.
The net loss for the first quarter of fiscal 2000 was partially attributable to
$125,958 of losses incurred on the sale of breeding stock due to market
conditions. These losses are somewhat offset by the per pig sales price
exceeding current operating costs, as previously discussed.  The net loss for
the first quarter of fiscal 1999 was due to $248,651 of losses incurred on the
sale of breeding stock due to market conditions as well as $85,698 of start-up
costs incurred.  These losses are somewhat offset by the per pig sales price
exceeding current operating costs, as previously discussed.  In addition to
operating risks and uncertainties associated with any business, Alliance's
ability to generate net income is limited by any start-up expenses that are
incurred with respect to facilities development and the Company's selling price
formula that contains a production margin.

YEAR 2000

     Alliance has not experienced any significant problems related to Year 2000
issues.  Also, we do not anticipate encountering significant Year 2000 problems
in the future.  The cost of replacement software was approximately $20,000.

RECENT ACCOUNTING PRONOUNCEMENTS

     In 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, as amended, is effective
for all fiscal quarters beginning after June 15, 2000.  The company currently
has no derivative instruments subject to SFAS No. 133.














                          PART II.  OTHER INFORMATION

Item 6.     Exhibits and Report on Form 8-K


(a)  Exhibits

     The exhibits listed below are filed as part of Form 10-QSB for the quarter
     ended November 30, 1999.

     27   Financial Data Schedule


(b)  No reports on Form 8-K were filed during the quarter ended November 30,
     1999.


                                   SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                            ALLIANCE FARMS COOPERATIVE ASSOCIATION
                                         (Registrant)




                                        /s/ WAYNE SNYDER

                                          Wayne Snyder
                                Chairman of the Board, President
                                          and Director
                              (Principal Executive Officer and Principal
                               Financial and Accounting Officer)

Dated:  January 14, 2000