SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                   FORM 10-Q

  /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period 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 33-99834
                              --------------------

                          DAKOTA GROWERS PASTA COMPANY
             (Exact name of registrant as specified in its charter)

                                 NORTH DAKOTA
                       (State or other jurisdiction of 
                        incorporation or organization)

                               ONE PASTA AVENUE
                           CARRINGTON, NORTH DAKOTA
                   (Address of principal executive offices)
                                  45-0423511
                     (IRS Employer Identification Number)

                                     58421
                                  (Zip Code)

                                (701) 652-2855
             (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
   (Former name, former address and former fiscal year, if changed since last
                                    report)

     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, and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes  /X/                    No

     The number of shares outstanding of the issuer's classes of common
stock was 1,088 shares of membership stock, par value $125.00, and 4,904,034
shares of equity stock, par value $3.85, outstanding as of November 30, 1996.







<PAGE>  2
FINANCIAL STATEMENTS

                          DAKOTA GROWERS PASTA COMPANY
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                    October 31,
                                                       1996      July 31,
                                                    (Unaudited)    1996
                                                    ----------- -----------
                                                    <C>         <C>
<S>                                                     (000's omitted)
                                    ASSETS
Current assets:
   Cash and cash equivalents ......................   $           $ 1,448 
   Trade accounts receivable, less allowance for
     cash discounts and doubtful accounts of
     $83,000 and $70,000 ..........................     6,349       4,874
   Accounts receivable from growers ...............       221         207
   Other receivables ..............................       129         116
                                                    ----------- -----------
   Total receivables ..............................     6,699       5,197
   Inventories ....................................     8,861       6,737
   Prepaid expenses ...............................       139         150
                                                    ----------- -----------
      Total current assets ........................    15,699      13,532

Property and equipment
   In service .....................................    39,182      39,167
   Construction in process ........................     5,631       1,152
   Accumulated depreciation .......................   ( 6,553)    ( 5,964)
                                                    ----------- -----------
      Net property and equipment ..................    38,260      34,355

Investment in St. Paul Bank for Cooperatives ......     1,710       1,710

Other assets ......................................       341         297
                                                    ----------- -----------
      Total assets ................................   $56,010     $49,894
                                                    =========== ===========




















</TABLE>
                                       2
<PAGE>  3
                          DAKOTA GROWERS PASTA COMPANY
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                    October 31,
                                                       1996      July 31,
                                                    (Unaudited)    1996
                                                    ----------- -----------
                                                    <C>         <C>
<S>                                                     (000's omitted)

                      LIABILITIES AND MEMBERS' INVESTMENT
Current liabilities:
   Notes payable and current portion of long-term
     debt .........................................   $    72     $    72
   Accounts payable ...............................     3,201       2,889
   Excess outstanding checks over cash on deposit .     3,051
   Accrued grower payments ........................     1,373       1,845
   Dividends payable ..............................     1,800           8
   Accrued liabilities ............................       965         534
                                                    ----------- -----------
      Total current liabilities ...................    10,462       5,348

Long-term debt, net of current portion ............    20,501      18,860
                                                    ----------- -----------
      Total liabilities ...........................    30,963      24,208
                                                    ----------- -----------
Redeemable preferred stock:
   Series A, 6%, $100 par value, issued 4,500 
     shares at October 31, 1996 and 5,500 shares
     at July 31, 1996 .............................       450         550
   Series B, 2% non-cumulative, $100 par value,
     issued 2,700 shares ..........................       270         270
                                                    ----------- -----------
      Total redeemable preferred stock ............       720         820
                                                    ----------- -----------
Members' investment:
   Membership stock, $125 par value, issued 1,085
     shares at October 31, 1996 and 1,082 shares
     at July 31, 1996 .............................       136         135
   Equity stock, $3.85 par value, issued 4,904,034
     shares .......................................    18,881      18,881
   Additional paid in capital .....................     3,610       3,610
   Accumulated allocated earnings .................       413
   Accumulated unallocated earnings ...............     1,287       2,240
                                                    ----------- -----------
      Total members' investment ...................    24,327      24,866
                                                    ----------- -----------
      Total liabilities and members' investment ...   $56,010     $49,894
                                                    =========== ===========








</TABLE>
                                       3
<PAGE>  4
                          DAKOTA GROWERS PASTA COMPANY
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                         October 31,     
                                                         (Unaudited)
                                                    -----------------------
                                                        (000's omitted)
                                                       1996        1995
                                                    ----------- -----------
                                                    <C>         <C>
<S>
Net revenues (net of discounts and allowances of
   $1,670,000 and $1,362,000 for 1996 and 1995,
   respectively) ..................................   $16,942     $11,568

Cost of product sold ..............................    15,018      10,148
                                                    ----------- -----------
      Gross proceeds ..............................     1,924       1,420

Marketing and general and administrative expenses .       360         319
                                                    ----------- -----------
      Operating proceeds ..........................     1,564       1,101

Other income (expense):
   Interest and other income ......................        22           4
   Capitalized interest ...........................        82            
   Interest expense, net ..........................   (   395)    (   556)
                                                    ----------- -----------
Income before income taxes ........................     1,273         549

Income taxes expense ..............................                       
                                                    ----------- -----------
Net income from patronage and non-patronage
   business .......................................     1,273         549
Dividends on preferred stock ......................        13          11
                                                    ----------- -----------
Earnings from patronage and non-patronage business
  available for members ...........................   $ 1,260     $   538
                                                    =========== ===========
Average equity shares outstanding .................     4,904       3,116

Earnings from patronage and non-patronage
   business per average equity share outstanding...   $   .26     $   .17
                                                    =========== ===========













</TABLE>
                                       4
<PAGE>  5
                          DAKOTA GROWERS PASTA COMPANY
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                         October 31,      
                                                         (Unaudited)
                                                    -----------------------
                                                        (000's omitted)
                                                       1996        1995
                                                    ----------- -----------
                                                    <C>         <C>
<S>
Cash flows from operating activities:
   Net income .....................................   $ 1,273     $   549
   Add (deduct) non-cash items:
     Depreciation and amortization ................       593         604
     Non-cash portion of patronage dividend .......    (   48)     (  137)
     Interest capitalized .........................    (   82)
   Changes in assets and liabilities:
     Trade receivables ............................    (1,475)     (  428)
     Accounts receivable from growers .............    (   14)     (   89)
     Other receivables ............................    (   13)         14
     Inventories ..................................    (2,124)     (1,053)
     Prepaid expenses and other assets ............        11         165
     Accounts payable .............................       312      (   47)
     Excess outstanding checks over cash on deposit     3,051         146
     Grower payables ..............................    (  472)     (  631)
     Retainage payable ............................                     8
     Other accrued liabilities ....................       431          55 
                                                    ----------- -----------
      Net cash from (used in) operating activities      1,443      (1,174)
                                                    ----------- -----------
Cash flows from investing activities:
   Purchases of property and equipment ............    (4,412)     (  188)
                                                    ----------- -----------
Cash flows from financing activities:
   Issuance of short-term debt ....................                 2,150
   Issuance of long-term debt .....................     1,650            
   Payments on long-term debt .....................    (    9)     (  827)
   Preferred stock retired ........................    (  100)           
   Dividends on preferred stock ...................    (   21)     (  116)
   Membership stock issued ........................         1            
                                                    ----------- -----------
      Net cash from financing activities ..........     1,521       1,207 
                                                    ----------- -----------
Net increase (decrease) in cash and cash
  equivalents .....................................    (1,448)     (  155)
Cash and cash equivalents, beginning of period ....     1,448         155
                                                    ----------- -----------
Cash and cash equivalents, end of period ..........   $           $      
                                                    =========== ===========







</TABLE>
                                       5
<PAGE>  6
                          DAKOTA GROWERS PASTA COMPANY
                    NOTES TO CONDENSED FINANCIAL STATEMENTS

   NOTE 1.  Dakota Growers Pasta Company ("the Company" or "the Cooperative") is
organized as a farmers' cooperative for purposes of manufacturing food for human
consumption from durum and other grain products.  Net proceeds are allocated to
patrons who are members on the basis of their participation in the cooperative.

The ownership of membership stock, which signifies membership in the
Cooperative, is restricted to producers of agricultural products.  The ownership
of equity  stock is restricted to members of the Cooperative.  Preferred stock 
may be held by persons who are not members of the Cooperative.

   NOTE 2.  The financial information included herein as at October 31, 1996,
and for the three months ended October 31, 1996 and 1995, is unaudited and, in 
the opinion of the Company, reflects all adjustments (which include only normal
recurring accruals) necessary for a fair presentation of the financial position
as of those dates and the results of operations for those periods.  The
information in the Balance Sheet at July 31, 1996, was derived from the 
Company's audited annual report for 1996.  Reclassifications may have been made
consistent with current presentation.  Such reclassifications have no effect on 
the net results of operations.

   NOTE 3.  Inventories of $8,862,000 at October 31, 1996, include raw materials
of $3,411,000 and finished goods of $5,451,000.  At July 31, 1996, inventories
of $6,737,000 included raw materials of $2,384,000 and finished goods of
$4,353,000.

   NOTE 4.  The Company's business is conducted on a cooperative basis.
Business conducted with its members constitutes patronage business as defined by
the Internal Revenue Code.  For the three months ended October 31, 1996, net 
income allocable to patronage business was $1,318,000 compared to $551,000 for 
the period ended in 1995.

   NOTE 5.  The Company allocates its patronage earnings and patronage
distributions based on patronage business (bushels of durum delivered, which
approximates one bushel of durum per equity share).  For presentation purposes,
it has calculated net income per share by dividing earnings from patronage and
non-patronage business available for members (net income less preferred
dividends) by the weighted average number of equity shares outstanding during 
the period.  The weighted average number of equity shares was 4,904,034 for the
three months ended October 31, 1996, and 3,116,026 for the three months ended 
October 31, 1995.

A qualified patronage allocation of $1,800,000, $.50 per bushel, was authorized
by the Board of Directors in October 1996 and was distributed in November 1996. 
Additionally, $413,000, $.115 per bushel, was allocated to the members but not
distributed, or qualified for income tax purposes.

A qualified patronage allocation of $935,000, $.308 per bushel, was authorized
by the Board of Directors and distributed to members in November 1995.

   NOTE 6.  In November 1996, the Company's loan agreement with the St. Paul 
Bank for Cooperatives was modified to add $18,000,000 in construction term loans
with quarterly payments of $625,000 commencing September 30, 1997.





                                       6
<PAGE>  7
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                            AND FINANCIAL CONDITION

                             RESULTS OF OPERATIONS

   The Company is a North Dakota agricultural cooperative and has 1,085 members
at October 31, 1996.  Membership in the Company is limited to agricultural
producers whose operations are located within the states of North Dakota,
Minnesota or Montana.  The Company mills durum wheat into semolina, which is 
sold or used for the manufacture of the Company's pasta products.  The pasta 
products are then marketed and sold by the Company.  The Company also sells 
by-products of the milling process.

   The cost of durum, ingredients, packaging and freight constitute a major
portion of the cost of product sold.  These costs will increase or decrease with
changes in sales volumes.  The cost of production is also significantly impacted
by changes in durum wheat prices.

QUARTER ENDED APRIL 30, 1996 COMPARED TO QUARTER ENDED APRIL 30, 1995

   Revenues increased by $5,374,000, or 46%, as total pasta sales increased by
54%, offset in part by semolina sales which decreased as more semolina was used
in pasta production and unavailable for outside sale.  Most of the pasta 
increase was experienced in the retail segment.  This segment, which increased  
by 106%, represented 51% of pasta sales for the quarter, compared with 37% last 
year.  The increase was primarily due to the roll out of five significant new
programs, mostly private label, and was also positively impacted by increased 
volume of several other existing private label programs.  Pricing in the retail 
segment remains competitive; the average prices were essentially unchanged from 
last year's period.  The ingredient segment experienced a 53% increase in pasta 
volumes, while the food service segment showed only a slight improvement.  The 
increase in the ingredient segment was predominantly driven by greater sales to 
existing customers, although two new larger customers were added since last 
year.  In the by-products area, increased prices for mill feed sales were 
negated by reduced prices for flour sales.

   Cost of product sold was up $4,870,000 primarily due to a 49% increase in
pasta produced and purchased.  These items totalled over $3.1 million of the
increase.  Price increases for packaging, ingredients (egg) and freight added
$588,000 to the cost of product sold.  The average cost of durum was up $.31 per
bushel, adding an additional $280,000.

   Marketing and general and administrative expenses increased $41,000,
primarily due to increased travel costs for the marketing department.

   Interest expense decreased $161,000 due to a $5.5 million decline in average
borrowings, the result of the temporary pay down of debt utilizing the proceeds
of the stock offering, and a .73% reduction in the average rate.  The Company
capitalized $82,000 of interest to the major expansion projects during the
quarter.

   As a result of the above, net income increased $724,000, more than doubling
from $549,000 last year to $1,273,000 for the quarter ended October 31, 1996.

                       LIQUIDITY AND CAPITAL RESOURCES

   The increased sales resulted in increases in receivables and inventories
which exceeded net income before depreciation by $1.7 million.  The Company's
seasonal line of credit is more than adequate to fund these increases. 

                                       7
<PAGE>  8
   For the three months ended October 31, 1996, purchases of property and 
equipment totalled $4.4 million, financed at October 31, 1996 by payables
(outstanding checks in excess of cash on deposit) and a $1,650,000 increase in
long-term debt.  The Company anticipates expending an additional $15.3 million
on expansion projects through July 1997.  The Company's loan agreement with the
St. Paul Bank for Cooperatives has been modified to provide $18,000,000 in
construction financing on these projects.





















































                                       8
<PAGE>  9

Item 5.  Other Information

   None.

Item 6.  Exhibits and Reports on Form 8-K

   (a)  Exhibits

        EXHIBIT
          NO.                         DESCRIPTION
        -------                       -----------
          27      Financial Data Schedule, which is submitted electronically
                  to the Securities and Exchange Commission for information
                  only and not filed.
 

   (b)  Reports on Form 8-K
        None










































                                       9
<PAGE>  10
                                  SIGNATURES

   Pursuant to the requirements 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.



                                          Dakota Growers Pasta Company
<TABLE>
<S>                                      <C>
Date:  December 9, 1996                   /s/   Timothy J. Dodd
       ----------------                   ----------------------------------
                                          Timothy J. Dodd (President and
                                          General Manager, and Principal
                                          Executive Officer)

Date:  December 9, 1996                   /s/   Thomas P. Friezen
       ----------------                   ----------------------------------
                                          Thomas P. Friezen (Vice President,
                                          Finance and Principal Financial
                                          and Accounting Officer)


































</TABLE>

                                       10