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
February 29, 2000                                    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 April 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
                                                                   UNAUDITED
                                                               February 29, 2000                August 31, 1999

<S>                                                            <C>                              <C>
ASSETS
Current Assets:
   Receivables, trade                                                       $14,016                         $14,701
   Receivables, non-trade (Note 4)                                          149,200                          17,215
   Inventory  (Note 5)                                                    4,051,763                       4,260,949
   Other current assets                                                      80,461                          85,612

       Total current assets                                              $4,295,440                      $4,378,477

   Property, plant and equipment, at cost                               $29,426,300                     $29,896,188
   Less accumulated depreciation                                          5,521,548                       4,686,614

                                                                        $23,904,752                     $25,209,574


   Breeding stock                                                        $3,747,539                      $3,707,900
   Less accumulated depreciation                                          1,197,836                       1,166,528

                                                                         $2,549,703                      $2,541,372
   Other assets, net of $152,504 and $142,695
     accumulated amortization                                              $848,104                        $390,123

                                                                        $31,597,999                     $32,519,546



LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Bank Overdraft                                                          $355,941                        $700,960
   Current maturities of long-term debt (Note 6)                          1,812,000                       1,812,000
   Accounts payable (Note 4)                                                375,126                       1,052,504
   Patronage refund payable                                                       0                         200,000
   Accrued property tax                                                     586,045                         481,796
   Accrued payroll                                                          153,343                         157,503
   Other accrued expenses                                                   520,531                         588,481

     Total current liabilities                                           $3,802,986                      $4,993,244

Long-term debt (Note 6)                                                 $17,197,722                     $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                                                  (3,959,236)                     (2,928,647)

      Total shareholders' equity                                        $10,597,291                     $11,627,880
     Commitments and Contingencies (Note 8)                                  ------                          ------

                                                                        $31,597,999                     $32,519,546



                      See accompanying notes to financial statements
</TABLE>

<TABLE>
<CAPTION>


                        ALLIANCE FARMS COOPERATIVE ASSOCIATION
                          CONDENSED STATEMENTS OF OPERATIONS
                                       UNAUDITED





                                                 Three Month Periods Ended                Six Month Periods Ended
                                                      February 29 & 28                        February 29 & 28

                                                   2000              1999                  2000              1999


<S>                                              <C>               <C>                   <C>               <C>
Net sales (Notes 3 and 4)                         $4,344,666        $4,205,780            $9,176,247        $8,507,687
Cost of goods sold (Note 4)                        4,548,744         3,590,028             8,893,501         7,278,842


     Gross income (loss)                           (204,078)           615,752               282,746         1,228,845

Expenses related to start-up
  of new production facilities                             0                 0                     0            85,698
Administrative expenses                              237,425           231,816               503,934           496,773
Loss on sale of breeding stock                        37,292           288,616               163,250           537,267


Operating income (loss)                           ($478,795)           $95,320            ($384,438)          $109,107

Other income (expense):
   Interest expense                                (448,402)         (374,259)             (861,184)         (774,500)
   Other                                             211,818            94,643               215,033           104,631

                                                   (236,584)         (279,616)             (646,151)         (669,869)



Net loss                                          ($715,379)        ($184,296)          ($1,030,589)        ($560,762)





                    See accompanying notes to financial statements
</TABLE>

<TABLE>
<CAPTION>

                       ALLIANCE FARMS COOPERATIVE ASSOCIATION
                              STATEMENTS OF CASH FLOWS
                                     UNAUDITED


                                                                     Six Month Periods Ended
                                                                         February 29 & 28
                                                                  2000                    1999

<S>                                                               <C>                        <C>
Cash flows from operating activities:
   Net loss                                                       ($1,030,589)               ($560,762)
   Adjustment to reconcile net income to net cash
     provided by operating activities:
        Provision for depreciation and amortization                  1,493,645                1,317,326
        Loss on sale of breeding stock                                 163,250                  537,267
   Changes in assets and liabilities:
        Receivables                                                  (131,300)                  105,238
        Inventory                                                      209,186                (377,933)
        Other current assets                                             5,151                (262,962)
        Other assets                                                 (467,790)                   16,377
        Accounts payable                                             (677,378)                  131,304
        Accrued expenses                                                32,139                  113,836

            Net cash provided by (used in) operating                ($403,686)               $1,019,691
activities

Cash flows from investing activities:
   Capital expenditures                                           ($1,459,864)             ($4,520,308)
   Proceeds from sale of breeding stock                              1,109,269                  249,712

          Net cash used in investing activities                     ($350,595)             ($4,270,596)


Cash flows from financing activities:
   Proceeds from issuance of long term debt                                 $0               $1,531,518
   Net increase in revolving term credit                             2,205,300                1,078,486
   Payment on long term debt                                         (906,000)                (906,000)
   Decrease in note payable to Farmland                                      0                (633,400)
   Payment of patronage refund                                       (200,000)                (433,115)
   Issuance of common shares, net of offering cost                           0                2,431,107
   Increase (decrease) in bank overdraft                             (345,019)                  182,309
            Net cash provided by

                    financing activities:                             $754,281               $3,250,905


            Change in cash                                                  $0                       $0

Cash at beginning of period                                                  0                        0

Cash at end of period                                                       $0                       $0





                   See accompanying notes to financial statements
</TABLE>




                     Alliance Farms Cooperative Association

                    Notes to Condensed Financial Statements

                                  (Unaudited)

1. Summary of Significant Accounting Policies


     (a)      Derivative Commodity Instruments


     Alliance Farms Cooperative Association (Alliance) uses derivative commodity
     instruments, consisting of futures contracts, to reduce its exposure to
     risk of loss from changes in commodity prices.  These derivative commodity
     instruments are designated as hedges and changes in value exhibit high
     correlation to changes in value of the underlying position are accounted
     for as hedges.

     Gains and losses on hedges of inventory are deferred as part of the
     carrying amount of the related inventories and, upon sale of the inventory,
     recognized in cost of sales.  When a qualifying hedge is terminated or
     ceases to meet the specified criteria for use of hedge accounting, any
     deferred gains or losses through that date continue to be deferred.  To the
     extent an anticipated transaction is no longer likely to occur, related
     hedges are closed with gains or losses charged to operations.

2.   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
     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.

3.   Sales

     Alliance has sold virtually all of its feeder and weaned pigs to its
     members for the three and six month periods ended February 29 and 28, 2000
     and 1999 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 six months ended
     February 29 and 28, 2000 and 1999 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 per head rising costs.

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



                                   Three Months Ended     Six Months
     Ended
                                     February 29 & 28  February 29 & 28

                                       2000     1999     2000      1999


 Feeder Pig Average Net Sales Price   44.27    51.76    44.29     50.96
 Feeder Pig Average Industry          52.76    39.91    42.79     34.83
 Market*

 Weaned Pig Average Net Sales Price   33.48    37.71    33.24     37.41
 Weaned Pig Average Industry          37.38    23.23    30.09     20.12
 Market*

 * From the USDA's Market News Service

       4. Transactions with Farmland, Yuma Cooperative and Effingham Equity


     As of February 29, 2000 and 28, 1999, Farmland Industries, Inc. (Farmland)
     owned approximately 35.3% and 34.2%, respectively, of the Common Stock of
     Alliance, Yuma Farmers' Milling and Mercantile Cooperative (Yuma
     Cooperative) owned approximately 6.3% and 6.3%, respectively, of the Common
     Stock of Alliance, and Effingham Equity owned approximately 1.1% and 0.5%,
     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:
     <TABLE>
     <CAPTION>
                                                       Three Months Ended                Six Months Ended

                                                         February 29 & 28                 February 29 & 28


                                                       2000             1999            2000             1999

         <S>                                 <C>             <C>             <C>             <C>

         Feed Purchases                          $1,181,439       $1,233,500      $2,295,770       $2,366,195
         Propane Purchases                           41,650           30,146          52,811           46,221
         Animal Health Purchases                    105,297          115,189         426,241          212,540
         Breeding Stock Purchases                   700,217          709,992       1,024,216        1,106,410
         Feeder & Weaned Pig Sales                2,086,686        1,987,558       4,085,317        4,211,722
     </TABLE>

     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       Six Months Ended
                            February 29 & 28        February 29 & 28


                            2000         1999        2000       1999


      Management Fee    $118,015      $98,810    $252,800   $201,161

     Alliance had $149,200 and $17,215 of non-trade receivables at February 29,
     2000 and August 31, 1999, respectively.  The $149,200 due Alliance at
     February 29, 2000 was due from CoBank for patronage, from Chubb for an
     insurance claim, from Farmland for a hedging gain and 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.  The $17,215 due Alliance at February 28, 1999 was
     due from Pig Producers I, LP 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 $130,201, $47,992 and $15,420 at February 29, 2000 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 February 29, 2000 for funds used
     to purchase land for future expansion.  See note 5.



5.  Inventories


     Major components of inventories as of February 29, 2000 and August 31, 1999
     are as follows:
                             February 29        August 31
                                 2000              1999


      Feeder and Weaned Pigs $  3,927,965      $  4,125,765
      Other                       123,798           135,184

                             $  4,051,763      $  4,260,949



6.   Long-Term Debt


     Long term debt at February 29, 2000 and August 31, 1999 consisted of the
     following:

                                    February 29      August 31
                                        2000            1999

      CoBank Term Loan               $12,455,800      $13,361,800
      CoBank Construction Loan         4,015,450        4,015,450
      CoBank Revolving Term            2,205,300                0
      Credit
      Note Payable to Farmland           333,172          333,172

                                     $19,009,722      $17,710,422

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

                                     $17,197,722      $15,898,422



     The Company has 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.  Term debt is available to
     finance the construction or acquisition of additional pig production
     facilities.  Revolving term credit is available to provide working capital.
     Construction loans are available 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 February
     29, 2000, $2,674,250 was immediately available to Alliance under its credit
     facility.  The availability of $14,390,900 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
     February 29, 2000, interest accrued on the outstanding principal balance on
     the respective loan portions under variable rates at  10% per annum for
     non-revolving term loans, 10% per annum for revolving term loans and 11%
     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 February 29, 2000, 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 $68,142 of interest on construction for the three months ended
     February 28, 1999 and $102,852 of interest on construction for the six
     months ended February 28, 1999.

     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. The
     Company was also  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 0.35 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,  and
     (iii)  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. As of February 29, 2000 the Company
     was in compliance with all covenants  except for maintaining a total equity
     to total assets ratio of 0.35.  CoBank provided a waiver for this violation
     allowing for a total equity to total assets ratio of not less than .335. As
     of March 31, 2000 the Company’s total equity to total assets ratio was
     less than .335 and the Company was in violation of the covenant. Management
     has communicated this violation to CoBank and intends to seek a waiver.



     As of February 29, 2000, 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 (9.5% at February 29, 2000).  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 February 29, 2000 matures during the fiscal years
     ending August 31 in the following amounts:

                        2000                   $    906,000
                        2001                      2,140,833
                        2002                      2,942,790
                        2003                      2,942,790
                        Thereafter               10,077,309

                                               $ 19,009,723



6.Nonmonetary Transaction


     In December 1999, Alliance exchanged a parcel of land for a lake, a dam and
     the rights and license to apply hog effluent on certain property owned by
     persons other than Alliance for a period of thirty years.  Alliance
     recorded the lake and the dam at fair market value as a component of
     property, plant and equipment.  The spreading rights were recorded at fair
     market value as a component of other assets, and are being amortized over
     their thirty-year life.  The fair market values of the assets acquired were
     determined based upon the fair value of the land surrendered to obtain
     them.  This was estimated utilizing an outstanding land purchase option
     agreement held by Alliance for the purchase of land near the exchanged
     land.  This exchange resulted in no gain or loss.


8.      Commitments and Contingencies


     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 various technologies, including
     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 February 29, 2000, Alliance reported working capital of $492,454 and
total assets of $31,597,999.

     As of February  29,  2000,  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 February 29,
2000,  Alliance had $2,674,250  immediately  available under its credit facility
with CoBank,  consisting  of $864,550 of  construction  loans and  $1,809,700 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 and  compliance  with certain
covenants. At February 29, 2000 Alliance was not in compliance with one covenant
for which a waiver was obtained.  At March 31, 2000 Alliance was in violation of
the  requirements  stipulated in the waiver.  Management has  communicated  this
violation to CoBank and intends to seek a waiver.



   As of February 29, 2000, 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 (9.5% at February 29, 2000).  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 six months ended February 29, 2000 include
$1,459,864 for breeding stock purchases and capital expenditures on facilities,
$906,000 of principal payments on long term debt, $200,000 payment of patronage
refunds and $403,686 of cash used in operating activities.  Major sources of
cash include  $1,109,269 of proceeds from the sale of breeding stock and a
$2,205,300 increase in revolving term credit.

THREE MONTHS ENDED FEBRUARY 29 & 28, 2000 AND 1999
<TABLE>
<CAPTION>

                                    Three Months Ended February 29 & 28

                                     2000               1999            Variance            %

<S>                                  <C>                 <C>            <C>                 <C>
Feeder Pig Volume                         73,037              67,506           5,531             8.19%
Weaned Pig Volume                         33,180              18,866          14,314            75.87%

Total Volume                             106,217              86,372          19,845            22.98%


Feeder Net Sales                      $3,233,659          $3,494,339      ($260,680)           (7.46%)
Weaned Net Sales                      $1,111,007            $711,441        $399,566            56.16%

Total Net Sales                       $4,344,666          $4,205,780        $138,886             3.30%
</TABLE>


      Shipments of feeder pigs and weaned pigs were higher for the three months
ended February 29, 2000 than in the prior year.  This increase is due to
additional facilities, partially offset by lower production.  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
February 29, 2000.  Seven 2,450-sow feeder pig units and two 2,450-sow weaned
pig units were in operation for the quarter ended February 28, 1999.  Average
net sales prices for feeder and weaned pigs were $44.27 and $33.48 during the
quarter ended February 29, 2000 and $51.76 and $37.71 during the quarter ended
February 28, 1999, respectively.

     Alliance recorded a negative gross margin of $204,078 and a positive gross
margin of $615,752 for the three month periods ended February 29 and 28, 2000
and 1999, 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.  During periods of per head rising costs a negative margin will be
incurred.  Once the per head cost levels the five-month pricing will increase
sales and offset the negative margin.  Alliance has experienced health
challenges in recent months.  These challenges have resulted in reduced pig
production.  For the quarter ended February 29, 2000, Alliance's current
production costs exceeded the average net sales price for feeder and weaned pigs
by $1.92 per pig sold.  For the quarter ended February 28, 1999, the net sales
price exceeded then current production costs by $7.13 per pig sold.

     Sales to Farmland, Yuma Cooperative and Effingham Equity for the three
months ended February 29 and 28, 2000 and 1999 were $2,086,686 and $1,987,558,
respectively.   The average feeder pig net sales price per head was $44.27 and
$51.76 and the average feeder pig industry market price per head was $52.76 and
$39.91 during the quarters ended February 29 and 28, 2000 and 1999,
respectively.  The average weaned pig net sales price per head was $33.48 and
$37.71 and the average weaned pig industry market price per head was $37.38 and
$23.23 during the quarters ended February 29 and 28, 2000 and 1999,
respectively.

     Administrative expenses were $237,425 for the three months ended February
29, 2000 compared to $231,816 for the prior year period.

     Loss on sale of breeding stock was $37,292 for the three months ended
February 29, 2000 compared to $288,616 for the prior year period.  This decrease
is attributable to improved market conditions during the three months ended
February 29, 2000 as compared to the prior year period.

     Interest expense of $448,402 for the three months ended February 29, 2000
as compared to $374,259 for the prior year period, was incurred in financing the
development of the ten existing production facilities.  This increase is
partially due to an increase in the outstanding loan balance.  In addition,
interest rates were higher for the three months ended February 29, 2000 as
compared to the prior year period.   As of February 29, 2000, Alliance had
borrowed $18,676,550 from CoBank for construction and start up costs and
$333,172 from Farmland for the purchase of land intended to be used for future
expansion.

     Alliance incurred a net loss of $715,379 for the three months ended
February 29, 2000 compared to a net loss of $184,296 for the prior year period.
The net loss for the second quarter of fiscal 2000 was attributable to the
current costs per pig exceeding the rolling average cost that the per pig sales
are based on by $6.74 per feeder and weaned pig shipped, caused primarily by a
decline in production.  The net loss for the second quarter of fiscal 1999 was
attributable to the current costs per pig exceeding the rolling average cost
that per pig sales are based on by $2.13 per feeder and weaned pig shipped, as
well as a decline in production and approximately $289,000 of losses incurred on
the sale of breeding stock due to market conditions.  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.

SIX MONTHS ENDED FEBRUARY 29 & 28, 2000 AND 1999
<TABLE>
<CAPTION>
                                                 Six Months Ended February 29 & 28


                                     2000               1999            Variance            %

<S>                                 <C>                 <C>             <C>                <C>
Feeder Pig Volume                        156,474             138,506          17,968            12.97%
Weaned Pig Volume                         67,562              38,762          28,800            74.30%

Total Volume                             224,036             177,268          46,768            26.38%


Feeder Net Sales                      $6,930,791          $7,057,741      ($126,950)           (1.80%)
Weaned Net Sales                      $2,245,456          $1,449,946        $795,510            54.86%

Total Net Sales                       $9,176,247          $8,507,687        $668,560             7.86%
</TABLE>


      Shipments of feeder pigs and weaned pigs were higher for the six months
ended February 29, 2000 than in the prior year. This increase is due to
additional facilities, partially offset by lower production.  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 six months ended
February 29, 2000. Seven feeder pig units were in operation for the six months
ended February 28, 1999.  One weaned pig unit was in operation for five weeks
and two weaned pig units were in operation for twenty-one weeks of the first
half of fiscal 1999.  Average net sales prices for feeder and weaned pigs were
$44.29 and $33.24 during the six months ended February 29, 2000 and $50.96 and
$37.41 during the six months ended February 28, 1999, respectively.

     Alliance earned gross margins of $282,746 and $1,228,845 for the six month
periods ended February 29 and 28, 2000 and 1999, 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 half of
fiscal 2000, Alliance's average net sales price for feeder and weaned pigs
exceeded then current production costs by $1.26 per pig sold.  For the first
half of fiscal 1999, Alliance's net sales price exceeded then current production
costs by $6.93 per pig sold.

     Sales to Farmland, Yuma Cooperative and Effingham Equity for the six month
periods ended February 29 and 28, 2000 and 1999 were $4,085,317 and $4,211,722,
respectively.   The average feeder pig net sales price per head was $44.29 and
$50.96 and the average feeder pig industry market price per head was $42.79 and
$34.83 during the six month period ended February 29 and 28, 2000 and 1999,
respectively.  The average weaned pig net sales price per head was $33.24 and
$37.41 and the average weaned pig industry market price per head was $30.09 and
$20.12 during the six month period ended February 29 and 28, 2000 and 1999.

          No start-up costs were recorded for the six month period ended
February 29, 2000.  Alliance recorded $85,698 of start-up costs relating
primarily to the operation of the weaned pig production facility under
construction in Yuma County, Colorado during the six months ended February 28,
1999.  All costs for the six month period ended February 28, 1999 were comprised
of utilities, feed, labor and other general expenses prior to the operation of
the new pig production facilities.

     Administrative expenses were $503,934 for the six months ended February 29,
2000 compared to $496,773 for the prior year period.

     Loss on sale of breeding stock was $163,250 for the six months ended
February 29, 2000 compared to $537,267 for the prior year period.  This decrease
is attributable to improved market conditions during the first half of fiscal
2000 as compared to the first half of fiscal 1999.

     Interest expense of $861,184 for the six months ended February 29, 2000 as
compared to $774,500 for the prior year period, was incurred in financing the
development of ten pig production facilities. This increase is primarily due to
the increase in the outstanding loan balance, partially offset by the
capitalization of $102,852 of interest in the first half of fiscal 1999.  No
interest was capitalized in the first half of fiscal 2000.  As of February 29,
2000, Alliance had borrowed $18,676,550 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 $1,030,589 for the six months ended
February 29, 2000 compared to a net loss of $560,762 for the prior year period.
The net loss for the first half of fiscal 2000 was attributable to the current
costs per pig exceeding the rolling average cost that the per pig sales are
based on by $4.60 per feeder and weaned pig shipped, caused primarily by a
decline in production.  The net loss for the first half of fiscal 1999 was
attributable to the current costs per pig exceeding the rolling average cost
that per pig sales are based on by $3.16 per feeder and weaned pig shipped,
caused primarily by the elimination of the additional $4.50 margin charged on
every feeder pig sold as well as a decline in production and approximately
$537,000 of losses incurred on the sale of breeding stock due to market
conditions.  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

     Statements of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 by the
FASB and is effective for fiscal periods beginning after June 15, 2000.  We are
currently evaluating the impact, if any, that adoption of the provisions of SFAS
No. 133 will have on our financial statements.




                          PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders


The Annual Meeting of the Members of Alliance Farms Cooperative Association was
held on December 7, 1999.  The following matters were submitted to a vote of the
members:

     Item 1.  Election of Directors

     Wayne N. Snyder, Merl Daniel, Loren Keppy, Jim Ensz, Philip Dukes and Larry
     Welsh each were elected as directors of Alliance Farms for a term expiring
     at the 2000 Annual Meeting of Members and until their respective successors
     are duly elected and qualified or until their earlier resignation or
     removal.  The vote with respect to the election of directors was as
     follows:

     Nominee        Affirmative Votes        Withheld Authority


     Mr. Snyder          130                         1
     Mr. Daniel          142                         0
     Mr. Keppy           145                         0
     Mr. Ensz            146                         0
     Mr. Dukes           132                         0
     Mr. Welsh           120                         0
     Mr. Saxton           29                         0


          Item 2.  Selection of Independent Auditors

     KPMG LLP was selected as the Association's independent auditors for the
     fiscal year ending August 31, 2000.  The vote with respect to the approval
     of KPMG LLP was as follows:

          Affirmative Votes.....132
          Negative Votes..........0
          Abstentions.............0

 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 February 29, 2000.

     27   Financial Data Schedule


  (b)  No reports on Form 8-K were filed during the quarter ended February 29,
                                     2000.



                                   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/ GERALD LEEPER

                                         Gerald Leeper
                                Chairman of the Board, President
                                          and Director
                              (Principal Executive Officer and Principal
                               Financial and Accounting Officer)

Dated:  April 17, 2000