---

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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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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 January 31, 2000                                         
|    |  | or                                                                                      
|/ / |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Commission
File No. 33-99834

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

|North Dakota(State of incorporation) |  | 45-0423511(IRS Employer Identification No.)
|------------------------------------ |  | -------------------------------------------

One Pasta Avenue, P.O. Box 21, Carrington, ND 58421-0021(Address of principal executive offices including 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)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.  Yes /x/  No / /

The
number of shares outstanding of the Registrant's classes of common stock were 1,144 shares of membership stock, par value $125.00, and 11,154,769 of equity stock, par value $2.50,
as of January 31, 2000.

---

---



## 

PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DAKOTA GROWERS PASTA COMPANY

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Information)

|                                                                                                                  |  | (Unaudited)
January 31,
2000 |         | July 31,
1999 |  
|----------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | ------------- | -
|ASSETS                                                                                                            | 
|CURRENT ASSETS                                                                                                    |  |                              |         |               |  
|Cash and cash equivalents                                                                                         |  | $                            | 734     |               | $
|                                                                                                                  |  |                              |         |               |  
|Short-term investments (restricted)                                                                               |  |                              | 812     |               |  
|                                                                                                                  |  |                              |         |               |  
|Receivables                                                                                                       |  |                              |         |               |  
|Trade accounts receviable, less allowance for cash discounts and doubtful accounts of $245 and $193, respectively |  |                              | 13,758  |               |  
|Other receivables                                                                                                 |  |                              | 1,554   |               |  
|                                                                                                                  |  |                              |         |               |  
|                                                                                                                  |  |                              | 15,312  |               |  
|                                                                                                                  |  |                              |         |               |  
|Short-term note receivable                                                                                        |  |                              |        |               |  
|                                                                                                                  |  |                              |         |               |  
|Inventories                                                                                                       |  |                              | 22,649  |               |  
|                                                                                                                  |  |                              |         |               |  
|Prepaid expenses                                                                                                  |  |                              | 1,302   |               |  
|                                                                                                                  |  |                              |         |               |  
|Total current assets                                                                                              |  |                              | 40,809  |               |  
|                                                                                                                  |  |                              |         |               |  
|PROPERTY AND EQUIPMENT                                                                                            |  |                              |         |               |  
|In service                                                                                                        |  |                              | 108,935 |               |  
|Construction in process                                                                                           |  |                              | 2,393   |               |  
|                                                                                                                  |  |                              |         |               |  
|                                                                                                                  |  |                              | 111,328 |               |  
|Less accumulated depreciation                                                                                     |  |                              | (24,162 | )             |  
|                                                                                                                  |  |                              |         |               |  
|Net property and equipment                                                                                        |  |                              | 87,166  |               |  
|                                                                                                                  |  |                              |         |               |  
|INVESTMENT IN COOPERATIVE BANKS                                                                                   |  |                              | 1,993   |               |  
|                                                                                                                  |  |                              |         |               |  
|OTHER ASSETS                                                                                                      |  |                              | 2,904   |               |  
|                                                                                                                  |  |                              |         |               |  
|                                                                                                                  |  | $                            | 132,872 |               | $
|                                                                                                                  |  |                              |         |               |  

(continued on next page)

2



|                                                                                                                              |  | (Unaudited)
January 31,
2000 |         | July 31,
1999
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | -------------
|LIABILITIES AND MEMBERS' INVESTMENT                                                                                          
|CURRENT LIABILITIES                                                                                                           |  |                              |         |              
|Notes payable and current portion of long-term debt                                                                           |  | $                            | 9,349   |              
|Accounts payable                                                                                                              |  |                              | 3,389   |              
|Accrued grower payments                                                                                                       |  |                              | 825     |              
|Accrued liabilities                                                                                                           |  |                              | 3,533   |              
|Deferred income taxes                                                                                                         |  |                              |        |              
|                                                                                                                              |  |                              |         |              
|Total current liabilities                                                                                                     |  |                              | 17,096  |              
|COMMITMENTS AND CONTINGENCIES                                                                                                 |  |                              |         |              
|LONG-TERM DEBT, net of current portion                                                                                        |  |                              | 53,023  |              
|DEFERRED INCOME TAXES                                                                                                         |  |                              | 4,829   |              
|                                                                                                                              |  |                              |         |              
|Total liabilities                                                                                                             |  |                              | 74,948  |              
|                                                                                                                              |  |                              |         |              
|PREFERRED STOCK                                                                                                               |  |                              |         |              
|Redeemable preferred stock                                                                                                    |  |                              |         |              
|Series A, 6% non-cumulative, $100 par value, issued 800 shares as of January 31, 2000                                         |  |                              | 80      |              
|Series B, 2% non-cumulative, $100 par value, issued 525 shares                                                                |  |                              | 53      |              
|                                                                                                                              |  |                              |         |              
|Total preferred stock                                                                                                         |  |                              | 133     |              
|                                                                                                                              |  |                              |         |              
|MEMBERS' INVESTMENT                                                                                                           |  |                              |         |              
|Convertible preferred stock                                                                                                   |  |                              |         |              
|Series C, 6% non-cumulative, $100 par value, issued 4,878 shares as of January 31, 2000                                       |  |                              | 502     |              
|Membership stock, $125 par value, issued 1,144 and 1,152 shares as of January 31, 2000 and July 31, 1999, respectively        |  |                              | 143     |              
|Equity stock, $2.50 par value, issued 11,154,769 and 11,097,409 shares as of January 31, 2000 and July 31, 1999, respectively |  |                              | 27,887  |              
|Additional paid-in capital                                                                                                    |  |                              | 22,712  |              
|Accumulated allocated earnings                                                                                                |  |                              | 1,931   |              
|Accumulated unallocated earnings                                                                                              |  |                              | 4,616   |              
|                                                                                                                              |  |                              |         |              
|Total members' investment                                                                                                     |  |                              | 57,791  |              
|                                                                                                                              |  |                              |         |              
|Total liabilities and members' investment                                                                                     |  | $                            | 132,872 |              
|                                                                                                                              |  |                              |         |              

See
Notes to Consolidated Financial Statements

3



DAKOTA GROWERS PASTA COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Share Information) (Unaudited)

|                                                                                            |  | Three Months Ended
January 31, |       
|------------------------------------------------------------------------------------------- |  | ------------------------------ | ------
|
|Net revenues (net of discounts and allowances of $4,558 and 5,073, respectively)            |  | $                              | 33,969
|Cost of product sold                                                                        |  |                                | 29,458
|                                                                                            |  |                                |       
|Gross proceeds                                                                              |  |                                | 4,511 
|Marketing, general and administrative expenses                                              |  |                                | 2,083 
|                                                                                            |  |                                |       
|Operating proceeds                                                                          |  |                                | 2,428 
|Other income (expense)                                                                      |  |                                |       
|Interest and other income                                                                   |  |                                | 157   
|Gain on sale of property and equipment                                                      |  |                                | 9     
|Interest expense, net                                                                       |  |                                | (1,253
|                                                                                            |  |                                |       
|Income before income taxes                                                                  |  |                                | 1,341 
|Income tax benefit                                                                          |  |                                | 500   
|                                                                                            |  |                                |       
|Net income from patronage and non-patronage business                                        |  |                                | 1,841 
|Dividends on preferred stock                                                                |  |                                |      
|                                                                                            |  |                                |       
|Net earnings from patronage and non-patronage business available for members                |  | $                              | 1,841 
|                                                                                            |  |                                |       
|Average equity shares outstanding                                                           |  |                                | 11,136
|Net earnings from patronage and non-patronage business per average equity share outstanding |  |                                |       
|Basic                                                                                       |  | $                              | 0.17  
|                                                                                            |  |                                |       

See
Notes to Consolidated Financial Statements

4



|                                                                                                          |  | Six Months Ended
January 31, |       
|--------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|
|Net revenues (net of discounts and allowances of $9,580 and 9,523, respectively)                          |  | $                            | 69,664
|Cost of product sold                                                                                      |  |                              | 58,231
|                                                                                                          |  |                              |       
|Gross proceeds                                                                                            |  |                              | 11,433
|Marketing, general and administrative expenses                                                            |  |                              | 4,954 
|                                                                                                          |  |                              |       
|Operating proceeds                                                                                        |  |                              | 6,479 
|Other income (expense)                                                                                    |  |                              |       
|Interest and other income                                                                                 |  |                              | 282   
|Gain on sale of property and equipment                                                                    |  |                              | 9     
|Interest expense, net                                                                                     |  |                              | (2,385
|                                                                                                          |  |                              |       
|Income before income taxes                                                                                |  |                              | 4,385 
|Income tax benefit                                                                                        |  |                              | 500   
|                                                                                                          |  |                              |       
|Income before cumulative effect of change in accounting principle                                         |  |                              | 4,885 
|Cumulative effect on prior years (to July 31, 1998) of changing to a different inventory valuation method |  |                              |      
|                                                                                                          |  |                              |       
|Net income from patronage and non-patronage business                                                      |  |                              | 4,885 
|Dividends on preferred stock                                                                              |  |                              | 1     
|                                                                                                          |  |                              |       
|Net earnings from patronage and non-patronage business available for members                              |  | $                            | 4,884 
|                                                                                                          |  |                              |       
|Average equity shares outstanding                                                                         |  |                              | 11,117
|Net earnings from patronage and non-patronage business per average equity share outstanding               |  |                              |       
|Basic, before cumulative effect of accounting change                                                      |  | $                            | 0.44  
|Cumulative effect of accounting change                                                                    |  |                              |      
|                                                                                                          |  |                              |       
|Basic                                                                                                     |  | $                            | 0.44  
|                                                                                                          |  |                              |       

See
Notes to Consolidated Financial Statements

5



DAKOTA GROWERS PASTA COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands) (Unaudited)

|                                                                        |  | Six Months Ended
January 31, |       
|----------------------------------------------------------------------- |  | ---------------------------- | ------
|
|OPERATING ACTIVITIES                                                    |  |                              |       
|Net income                                                              |  | $                            | 4,885 
|Add (deduct) non-cash items                                             |  |                              |       
|Cumulative effect of changing to a different inventory valuation method |  |                              |       
|Depreciation and amortization                                           |  |                              | 3,970 
|Non-cash portion of patronage dividends                                 |  |                              | 18    
|Cooperative bank stock valuation adjustment                             |  |                              | 80    
|Gain on sale of property and equipment                                  |  |                              | (9    
|Deferred income taxes                                                   |  |                              | (157  
|Changes in assets and liabilities                                       |  |                              |       
|Trade receivables                                                       |  |                              | 2,085 
|Other receivables                                                       |  |                              | 197   
|Inventories                                                             |  |                              | (3,968
|Prepaid expenses                                                        |  |                              | 488   
|Other assets                                                            |  |                              | (110  
|Accounts payable                                                        |  |                              | (471  
|Excess outstanding checks over cash deposits                            |  |                              |       
|Growers payables                                                        |  |                              | (294  
|Other accrued liabilities                                               |  |                              | (1,030
|                                                                        |  |                              |       
|NET CASH FROM OPERATING ACTIVITIES                                      |  |                              | 5,684 
|                                                                        |  |                              |       
|INVESTING ACTIVITIES                                                    |  |                              |       
|Purchases of property and equipment                                     |  |                              | (3,794
|Proceeds from sale of property and equipment                            |  |                              | 62    
|Receipts on note receivable                                             |  |                              | 1,884 
|Net purchase of short-term investments                                  |  |                              | (299  
|Payments for package design costs                                       |  |                              | (294  
|                                                                        |  |                              |       
|NET CASH USED IN INVESTING ACTIVITIES                                   |  |                              | (2,441
|                                                                        |  |                              |       
|FINANCING ACTIVITIES                                                    |  |                              |       
|Net change in short-term debt                                           |  |                              | 6,875 
|Payments on long-term debt                                              |  |                              | (6,813
|Preferred stock issued                                                  |  |                              | 58    
|Retirements of preferred stock                                          |  |                              |       
|Dividends paid on preferred stock                                       |  |                              | (1    
|Memberships issued (retired), net                                       |  |                              | (1    
|Proceeds of stock offering                                              |  |                              |       
|Preferred stock retirement commitment                                   |  |                              |       
|Options exercised                                                       |  |                              | 1,306 
|Patronage distributions                                                 |  |                              | (7,358
|                                                                        |  |                              |       
|NET CASH FROM (USED IN) FINANCING ACTIVITIES                            |  |                              | (5,934
|                                                                        |  |                              |       
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                 |  |                              | (2,691
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          |  |                              | 3,425 
|                                                                        |  |                              |       
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                |  | $                            | 734   
|                                                                        |  |                              |       
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                       |  |                              |       
|Cash payments for
Interest                                              |  | $                            | 1,378 
|                                                                        |  |                              |       
|Income taxes                                                            |  | $                            | 534   
|                                                                        |  |                              |       

See Notes to Consolidated Financial Statements

6



DAKOTA GROWERS PASTA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The
following notes should be read in conjunction with the notes to the financial statements for the year ended July 31, 1999 as filed in the Company's Form 10-K.

NOTE 1ORGANIZATION

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FINANCIAL STATEMENT PRESENTATION

The financial information included herein as of January 31, 2000 and for the six and three month periods ended January 31, 2000 and 1999, is
unaudited and, in the opinion of management, reflects all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position and results of operations
for the interim periods presented. The information contained in the balance sheet as of July 31, 1999 was derived from the Company's audited annual report for 1999. Reclassifications may have
been made to facilitate comparability with current presentation. Such reclassifications have no effect on the net results of operations.

The
financial information presented herein includes the consolidated balances and results of operations of Dakota Growers Pasta Company and its wholly owned subsidiary. All
significant intercompany balances and transactions have been eliminated.

NOTE 3CHANGE IN INVENTORY VALUATION METHOD

In the third quarter of fiscal year 1999, the method of computing inventory valuations was changed from the net realizable value method used in prior years to
lower of cost or market, determined on a FIFO basis, using product specific standard costs. As required by generally accepted accounting principles, the impact of this change on prior years
(July 31, 1998) of $3,429,000 is included as a charge against income for

7



the
six months ended January 31, 1999 presented herein. The restatement of the three and six month periods ended January 31, 1999 is as follows:

|                                                                                                          |  | Three Months Ended
January 31, 1999 |       | Six Months Ended
January 31, 1999 |  
|--------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | --------------------------------- | -
|Net income as originally reported                                                                         |  | $                                   | 2,400 |                                   | $
|Effect of change in inventory valuation method                                                            |  |                                     | (517  | )                                 |  
|                                                                                                          |  |                                     |       |                                   |  
|Net income before cumulative effect of change in inventory valuation method                               |  |                                     | 1,883 |                                   |  
|Cumulative effect on prior years (to July 31, 1998) of changing to different inventory valuation method   |  |                                     |      |                                   |  
|                                                                                                          |  |                                     |       |                                   |  
|Net income as restated                                                                                    |  | $                                   | 1,883 |                                   | $
|                                                                                                          |  |                                     |       |                                   |  
|Per share amountsbasic:                                                                                  |  |                                     |       |                                   |  
|Net earnings as originally reported                                                                       |  | $                                   | 0.33  |                                   | $
|Effect of change in inventory valuation method                                                            |  |                                     | (0.07 | )                                 |  
|                                                                                                          |  |                                     |       |                                   |  
|Net earnings before cumulative effect of change in inventory valuation method                             |  |                                     | 0.26  |                                   |  
|Cumulative effect on prior years (to July 31, 1998) of changing to a different inventory valuation method |  |                                     |      |                                   |  
|                                                                                                          |  |                                     |       |                                   |  
|Net earnings as restated                                                                                  |  | $                                   | 0.26  |                                   | $
|                                                                                                          |  |                                     |       |                                   |  

NOTE 4CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and in financial institutions, and investments with maturities of less than 90 days.

NOTE 5SHORT-TERM INVESTMENTS (RESTRICTED)

Short-term investments (restricted) represent certificates of deposit, which are pledged as security for loans made by a financial institution to officers of
the Company to exercise stock options.

NOTE 6INVENTORIES

Inventories are valued at lower of cost or market. Inventories as of January 31, 2000 include raw materials of $6,320,000 and finished goods of
$16,329,000. Inventories at July 31, 1999 include raw materials of $5,435,000 and finished goods of $13,246,000.

NOTE 7INVESTMENTS IN COOPERATIVE BANKS

Investments in cooperative banks are stated at cost, plus unredeemed patronage refunds received in the form of capital stock.

8



In
the second quarter of fiscal year 2000, the Company was notified of possible reductions in the Company's estimated patronage refunds from CoBank as well as the Company's investment
in CoBank. In the three months ended January 31, 2000, the Company has recorded a charge against income for the adjustment of its estimated patronage refund and a write down in the value of its
investment in CoBank totaling $184,000.

NOTE 8LOAN AGREEMENT

In November 1999, the Company renewed its $15 million seasonal line of credit with CoBank. The seasonal loan has a variable interest rate and matures on
December 31, 2000. It is secured by property, equipment, and current assets of the Company. The balance outstanding on the line of credit totaled $6,875,000 as of January 31, 2000.

NOTE 9STOCK OPTIONS

During the second quarter of fiscal year 2000, the Board of Directors rescinded certain qualified stock options with a total exercise price totaling $585,000
for 3,697 shares of Class C convertible preferred stock. The Board approved the issuance of nonqualified stock options for 5,046 shares of Class C preferred stock and a total exercise
price of $908,000.

The
Company's officers exercised stock options on 6,454 shares of Class C preferred stock, of which 1,432 shares were converted into 16,368 shares of equity stock. The Company
realized proceeds totaling $1,162,000 from the exercise of these options.

NOTE 10INCOME TAXES

The Company is a non-exempt cooperative as defined by Section 1381(a)(2) of the Internal Revenue Code ("Code"). Accordingly, net margins from
business transacted with its member patrons which are allocated, qualified, and paid as prescribed in Section 1382 of the Code will be taxable to the members and not to the Company. Net margins
and member allocations are determined on the basis of accounting used for financial reporting purposes. To the extent that net margins are not allocated and paid as stated above or arise from business
done with non-members, the Company shall have taxable income subject to corporate income tax rates. Cooperative organizations have 81/2 months after their fiscal year end to make such
allocations in the form of written notices of allocation or cash.

The
Company has recorded an income tax benefit of $500,000 for the three months ending January 31, 2000. The benefit relates to a reclassification of approximately $2,000,000
of income from nonpatronage to patronage for the year ended July 31, 1999. The reclassification was based on cooperative income tax developments taking place in the second quarter of fiscal
year 2000.

NOTE 11PATRONAGE BUSINESS

The Company's business is conducted on cooperative basis. The Company calculates income from patronage sources based on income derived from bushels of durum
delivered by members. Non-patronage income is derived from the resale of spring wheat flour purchased from non-members and blended with other flours, the resale of pasta purchased from non-members,
the resale of semolina purchased from non-members, certain amounts of interest income, rental income from Company assets
and any income taxes

9



assessed
on non-member business. For the six months ended January 31, 2000, net earnings allocable to patronage business totaled $4,979,000. This compares to $4,336,000 of earnings before the
cumulative effect of a change in accounting method allocable to patronage business last year.

NOTE 12EARNINGS PER SHARE

The Company allocates its 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 basic net earnings 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 effective and outstanding during the period.

The
Company had convertible preferred stock and stock options for convertible preferred stock outstanding during the periods presented. Fully diluted earnings per share are calculated
for the assumed conversion of these dilutive securities. As the Company's stock is only traded in a small secondary market through private transactions, the Company has assumed the proceeds from the
exercise of stock options would reduce debt and, thus, interest expense. Fully diluted earnings per share are not presented, as the dilutive effect of outstanding convertible preferred stock and stock
options is not material for the periods presented.

NOTE 13DIVIDENDS

The qualified patronage allocation of $5,787,000 ($.70 per bushel patronage) and $.10 per share dividend authorized by the Board of Directors in
October were rescinded at the January 2000 Board meeting. This was done in response to the reclassification of $2,000,000 of income from nonpatronage to patronage for the year ended
July 31, 1999 described in Note 11. The Board then voted to qualify and allocate $7,358,000 ($.89 per bushel acquired or $.86 per average outstanding equity share) of the revised core
patronage income for fiscal year 1999. The total qualified patronage allocation was paid in cash, a portion of which was paid in November 1999 and the remainder in January 2000. The Board also voted
to allocate, on a non-qualified basis, the remainder of the fiscal 1999 patronage earnings before cumulative effect of the change in accounting principle, which totaled $464,000. The Board had
previously voted, at the October meeting, to allocate the $3,429,000 cumulative effect of the change in accounting principle proportionately against prior non-qualified, allocated accumulated
earnings.

10



## 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion contains forward-looking statements. Such statements are based on assumptions by the Company's management, as of the date of this
Quarterly Report, and are subject to risks and uncertainties, including those discussed in the Company's 1999 Form 10-K under "Risk Factors", that could cause actual results to differ
materially from those anticipated. The Company cautions readers not to place undue reliance on such forward-looking statements. The Company will not update any forward-looking statements in the
Quarterly Report to reflect future events or developments.

Summary

Pasta sales volumes increased in comparison to last year. Highly competitive pricing due to over-capacity within the dry pasta industry continues to largely
offset the volume increases.

The
Company continues to focus on cost analysis and reduction programs. Technology improvements have been implemented to eliminate non-value-added activities as well as enhance
customer communication and service. Inventories have increased in conjunction with the anticipated implementation of new rail programs that will reduce freight costs. The implementation of a robotic
palletizing system will result in greater efficiency and cost reduction in the palletizing area. However, gains realized as a result current cost saving measures have been offset by lower than
anticipated pasta prices due to the over-capacity situation in the industry.

The
Company continues to invest in maintaining market share, and will aggressively pursue opportunities in all segments of the pasta market. It is committed to maintaining its current
customer base while continually exploring new business opportunities to improve production efficiencies at all manufacturing sites.

Effect of Accounting Change

As discussed in Note 3 to the financial statements, the Company changed its method of accounting for inventory valuation from the net realizable method
to the lower of cost or market method, determined on a FIFO basis, using product specific standard costs in fiscal year 1999. The statements of operations for the three and six months ended
January 31, 1999 reflect the results using the new methodology. The impact of this change on prior years, to July 31, 1998, amounted to a reduction in earnings of $3,429,000 which was
reflected in the statement of operations for the six months ended January 31, 1999.

References
to pro forma results in the discussion herein refer to the restated results for the three and six month periods ended January 31, 1999, before the cumulative effect
of the change in accounting principle.

Results of Operations

Comparison of the Three Months Ended January 31, 2000 and 1999

Net Revenues.Total revenues increased $2.5 million, or 8%, to $34.0 million for
the quarter ended January 31, 2000. While pasta sales volumes increased 11%, the average sales price per pound of pasta declined due to market pressures related to an over-capacity of pasta
production in North America. These market pressures have resulted in a decline in gross margin from last year.

Revenues
from the retail segment increased by 6% while retail volumes increased 12%. The volume increase was offset by price reduction due to competitive pressure. Foodservice
revenues increase by 16%, primarily due to increased sales resulting from expansions and acquisitions made by several of the

11



Company's
current customers. Ingredient revenues increased by 8% due to new customers and increased sales to current customers.

The
Company markets semolina production in excess of its own requirements as well as by-products of durum milling. Revenues from by-product sales increased by 45% due to an increase
in durum grind, resulting from the completion of the mill expansion project in May 1999, along with an increase in average selling prices compared to the second quarter of fiscal 1999.

Cost of Product Sold.Cost of product sold increased 13% to $29.5 million. The
$3.5 million increase was mainly due to an increase in sales volumes. Pro forma gross margin decreased reflecting market pressures.

Marketing, General, and Administrative ("MG&A") Expenses.MG&A expenses decreased $261,000, or
11%, from last year. MG&A as a percentage of net revenues decreased to 6.1% compared to 7.5% for the corresponding period in the prior year.

Interest Expense.Interest expense decreased by $18,000 while average outstanding debt
decreased by $15 million. In the second quarter of fiscal year 2000, the Company was notified of possible reductions in its estimated patronage refunds from CoBank ("the Bank") as well as its
investment in CoBank. The Company has recorded an adjustment of its estimated patronage refund and a write down in the value of its investment in CoBank totaling $184,000. The CoBank patronage and
investment adjustments largely offset the decrease in average outstanding debt.

Income Taxes.The Company has recorded an income tax benefit of $500,000 for the three months
ending January 31, 2000. The benefit relates to a reclassification of approximately $2,000,000 of income from nonpatronage to patronage for the year ended July 31, 1999. The
reclassification was based on cooperative income tax developments taking place in the second quarter of fiscal year 2000.

Net Income.Net income decreased by $42,000, essentially unchanged from last year.

Comparison of the Six Months Ended January 31, 2000 and 1999

Net Revenues.Net revenues increased $8.2 million, or 13%. While pasta sales volumes
increased 18%, the average sales price per pound decreased due to contractual price adjustments based on lower raw material costs, and market pressures due to the lower raw material costs and an
over-capacity of pasta production in North America.

Revenues
from the retail market increased 11%, while volumes were up 19%. Again volume increases were offset by price reductions due to competitive pressures caused by over-capacity
and lower raw material costs. Foodservice revenues increased by 21%, primarily due to expansions and acquisitions made by current customers. Ingredient revenues were up 20% primarily due to increased
sales to existing customers.

Revenues
from milling by-product sales increased by 52% due to an increase in durum grind, resulting from the completion of the mill expansion project in May 1999, along with modest
increases in average selling prices.

Cost of Product Sold.Cost of product sold increased 17% to $58.2 million. The
$8.7 million increase was mainly due to an increase in sales volumes. Pro forma gross margin as a percentage of net revenues decreased from 19.3% to 16.4% reflecting market pressures.

Marketing, General, and Administrative ("MG&A") Expenses.MG&A expenses increased $243,000, or
5%, over last year. A majority of the increase was due to the enhancement of the Company's sales and sales support efforts to meet the needs of new and existing customers while pursuing continued
growth. MG&A as a percentage of net revenues decreased to 7.1% compared to 7.7% in the prior year.

12



Interest Expense.Interest expense decreased by $150,000 due to a decrease in average
outstanding debt. In the second quarter of fiscal year 2000, the Company was notified of possible reductions in its estimated patronage refunds from CoBank as well as its investment in CoBank. The
Company has recorded an adjustment of its estimated patronage refund and a write down in the value of its investment in CoBank totaling $184,000. The CoBank patronage and investment adjustments
largely offset the decrease in average outstanding debt.

Income Taxes.The Company has recorded an income tax benefit of $500,000 for the six months
ending January 31, 2000. The benefit relates to a reclassification of approximately $2,000,000 of income from nonpatronage to patronage for the year ended July 31, 1999. The
reclassification was based on cooperative income tax developments taking place in the second quarter of fiscal year 2000.

Net Income.Net income before the cumulative effect of the change in accounting increased by
$219,000, or 4.7%, compared to the six months ended January 31, 1999.

Liquidity and Capital Resources

The Company's liquidity requirements include the construction or acquisition of manufacturing facilities and equipment and the expansion of working capital to
meet its growth requirements, as well as providing a fair return to its members. The Company meets these liquidity requirements from cash provided by operations, short-term borrowings under its line
of credit, sales of equities and outside debt financing.

The
Company utilizes financing on a short-term basis to fund operations and capital projects until permanent financing is issued. The Company renewed its short-term line of credit for
$15.0 million with CoBank ("the Bank") in November 1999. The balance outstanding on the line of credit was $6,875,000 as of January 31, 2000. $4,875,000 of the balance relates to
seasonal line of credit funds used to pay down variable rate term loans. Cash, receivables and inventories secure borrowings against the line of credit.

The
Company's long-term financing is provided through various secured term loans and secured notes. Variable interest rates on term and seasonal loans are based on the lender's cost
of funds, and are subject to an adjustment (increase or decrease) depending on the Company's financial condition. The CoBank loan agreement was renewed in November 1999.

The
various debt agreements with the Bank and institutional investors obligate the Company to maintain or achieve certain amounts of equity and certain financial ratios and impose
certain restrictions on the Company. As of January 31, 2000, the Company is in compliance with its debt covenants, and the Company does not anticipate any conditions which will cause any
non-compliance in the foreseeable future, nor any limitations on its operations or future plans.

Operations
generated $5.7 million for the six months ended January 31, 2000, down from the $6.2 million generated for the corresponding period of the prior year.
Though net income before the cumulative effect of the change increased $219,000 compared to last year, working capital cash flow decreased slightly from last year.

For
the six months ending January 31, 2000, earnings before interest, taxes, depreciation, and amortization, commonly referred to as EBITDA, decreased slightly from
$10.9 million to $10.7 million. EBITDA is a measure of cash flow provided by operations.

Cash
used in investing activities relates primarily to the construction and installation of milling and pasta equipment. Net cash used in financing activities totaled
$2.4 million and $9.1 million for the six months ended January 31, 2000 and 1999, respectively. Most of the expenditures for 1999 relate to the mill expansion project. The Company
continues to enhance its technology infrastructure to focus on electronic data interchange, process automation, and increased business requirements. Most of the Company's

13



technology
assets are placed under lease agreements, which allows the Company to stay relatively current with changing technologies.

Net
cash used in financing activities totaled $5.9 million for the six months ended January 31, 2000. In January 2000, the Board of Directors declared a qualified
patronage distribution of $7,358,000 ($.89 per bushel or $.86 per average outstanding equity share) after rescinding the qualified patronage distribution and dividend approved at the October 1999
meeting (See Note 13 of the financial statements). All of the qualified patronage distribution was paid in cash during the second quarter. Net cash from financing activities of
$13.8 million for the six months ended January 31, 1999 primarily resulted from stock offering proceeds offset by patronage distributions paid.

The
Company has current commitments for $1.7 million in raw material purchases, primarily durum purchase commitments from its members. The Company anticipates capital
expenditures to total $5.0 million in fiscal year 2000. These expenditures are primarily for cost reduction projects currently scheduled. Commitments for monthly operating lease payments for
technology and other assets total $3.7 million, of which $1.4 million is due in the twelve months ended January 31, 2001. $2.6 million of the total lease commitments, and
$.8 million of the lease commitments due in the next twelve months, are related to leased warehouse facilities for which the Company has a sublease agreement. The Company currently has no other
material commitments.

Management
believes that net cash currently available and to be provided by operating activities, along with its available line of credit, will be sufficient to meet the Company's
expected capital and liquidity requirements for the foreseeable future.

14



PART IIOTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Members' Meeting was held January 15, 2000. Mr. John S. Dalrymple III, Mr. James F. Link, and
Mr. John D. Rice Jr. were reelected to their positions as members of the Company's Board of Directors at Annual District Meetings held in December 1999.

The
terms of office of the remaining members of the Board of Directors continue for the terms for which they were elected in prior years as follows:Mr. Jeffrey O. Topp,
Mr. Eugene J. Nicholas, and Mr. Roger A. Kennerone year remaining; Mr. Allyn K. Hart, Mr. Michael E. Warner, and Mr. Curtis R. Trulsontwo
years remaining.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

|*10.1 |  | Loan Agreement in the aggregate amount of $48,300,000 dated November 9, 1999 between the Company and CoBank and related Promissory Notes.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|27    |  | Financial Data Schedule, which is submitted electronically to the Securities and Exchange Commission for information only and not filed. 

---

*Portions
of this exhibit have been deleted from the publicly filed document and have been filed separately with the Commission pursuant to a request for confidential treatment.

Reports on Form 8-K

None.

15



## 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| |  | DAKOTA GROWERS PASTA COMPANY
| |  | ----------------------------
| |  | By:                         
| |  | Dated: March 15, 2000       

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

|Signature                             |  | Title                                                               |  | Date          
|------------------------------------- |  | ------------------------------------------------------------------- |  | --------------
|                                      |  |                                                                     |  |               
|/s/TIMOTHY J. DODDTimothy J. Dodd     |  | General Manager (Principal Executive Officer)                       |  | March 15, 2000
|/s/THOMAS P. FRIEZENThomas P. Friezen |  | Vice-PresidentFinance (Principal Financial and Accounting Officer) |  | March 15, 2000



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