Exhibit 3.2

BYLAWS
OF
DAKOTA GROWERS PASTA COMPANY

ARTICLE
I

Section 1.1  Membership:Any
producer of agricultural products and any association of agricultural
producers, including associations, cooperatives and other entities operated on
a cooperative basis, may apply to become a member of this cooperative, whether
such producers or entities are residents of, or are organized under the laws of
the United States, a state, or of another jurisdiction or sovereign nation.  No
applicant shall become a member unless he has been accepted by the Board of
Directors.  An applicant must:

| | (a) | Hold at least one share
  of membership stock in the Cooperative;                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Hold a minimum number of
  shares of equity stock in the Cooperative, as the Board of Directors may
  require pursuant to reasonable policies of uniform application;                      
| | (c) | Make and perform
  contracts to patronize the Cooperative upon such terms and conditions as the
  Board of Directors may require, pursuant to reasonable policies of uniform
  application.

If an application for membership is denied, the
applicant's payments to the Cooperative for membership stock and for equity
stock shall be refunded to him.

No person may hold more than one membership in the
Cooperative, regardless of the number of shares of stock which he owns.  Stock as such has no voting power.

Section 1.2  Contracts:  By becoming members of the Cooperative, the
members acknowledge that the terms and provisions of the Articles of
Association and Bylaws and any reasonable policies, rules and regulations
adopted by the board of directors constitute a contract between the Cooperative
and each member, and both the Cooperative and the members are bound by such
contract as fully as though each member had individually signed a separate
instrument containing such terms and provisions.  A copy of the Articles and bylaws shall be furnished to each
member upon request.

The Cooperative may make individual contracts with
members, by which members agree to sell agricultural products to this
Cooperative.

Section 1.3  Assessment
for Additional Capital:  No member
shall be subject to assessment on capital stock.

Section 1.4  Transfer
of Members' Stock:  It is the policy
of this Cooperative to control the number and identity of members in the
Cooperative.  No membership and no
membership stock or equity stock is transferrable as a matter of right.  Membership stock and equity stock may be
transferred only with the consent of the Cooperative and only to persons
eligible for membership.  No purported
transfer of stock in the Cooperative, whether by any consensual transaction or
by operation of law, shall be effective without the consent of the Cooperative.
Consent may be granted or denied as the Board of Directors shall determine,
pursuant to reasonable policies of uniform application, including policies for
transfers of a deceased member's stock to qualified heirs and successors.

Section 1.5  Termination
of Membership:A membership automatically terminates
upon (i) the member’s cessation to be a producer of agricultural products or
(ii) a non-person member ceases to be an association of agricultural producers,
as described above, or (iii) upon any member’s failure to patronize the
cooperative for 13 consecutive calendar.

A membership may be terminated for cause,
by action of the Board of Directors, provided the member shall have an
opportunity to appear and be heard. 
Written notice and a statement of the alleged cause for a proposed
termination of membership shall be mailed to the member at least ten days
before the directors meeting at which the proposed termination will be decided.

"Cause" includes intentional or repeated breach
of the Bylaws, rules or regulations of the Cooperative or failure to make
timely payment of debts to the Cooperative.

"Cause" also includes breach of contract
between the member and the Cooperative. 
Whether a membership is subject to termination for breach of a contract
may be determined by the Board of Directors in the exercise of honest and good
faith business judgment, without regard to the commencement or outcome of any
litigation arising from the contract. 
Termination of membership shall not impair the obligations or
liabilities of either party under any individual contract between the member
and the Cooperative.

These enumerations of "cause" shall not be
construed to limit the Board of Directors' power to terminate membership for
other causes determined by the Board of Directors in the exercise of honest and
good faith business judgment.

A membership may be terminated by the member's resignation.

Upon termination of membership, voting rights and other
rights of membership shall cease. 
Termination of membership alone shall not affect the rights or
liabilities of either the member or the Cooperative under any individual
contract.  Termination of membership
alone does not affect the member's patronage capital or entitle the member to a
redemption of his membership stock or equity stock or to retirement of
accumulated patronage capital.

Upon termination of membership, the directors may
authorize recall of the former member's membership stock or equity stock or
retirement of accumulated patronage capital, in the exercise of good faith
business judgment.  The directors'
action to recall membership stock of a former member shall not be construed to
obligate the Cooperative to recall any of his equity stock or to obligate the
Cooperative to retire the former member's accumulated patronage capital.

Section 1.6  Evidence
of Membership:  Membership in the
Cooperative shall be evidenced by the records of the Cooperative.  Stock certificates shall be issued as
determined by the board of directors.

Section 1.7  Non-Liability
of Members:  Members are neither
obligated to pay, nor liable upon any debt or obligation of the Cooperative.



ARTICLE
II

MEMBER
MEETINGS

Section 2.1  Annual
Meeting:  The annual meeting of the
members of this Cooperative shall be held on a date and at a time and place
fixed by the Board of Directors within six months after the close of the fiscal
year of the Cooperative.  The annual
meeting may be adjourned from day to day and from place to place, for purpose
of members' voting in directors' territorial districts.

Section 2.2  Special
Meetings:  Special member meetings
may be called by the Board of Directors, or by members having one-fifth of the
votes entitled to be cast at such meeting.

Section 2.3  Notices
of Meeting:  Written notice,
stating the place, date and hour, and in case of a special meeting, the purpose
for which the meeting is called, shall be given not less than 10 nor more than
30 days before the meeting at the direction of the person or persons calling
the meeting.  Such notice shall be given
by depositing in the United States mail, with postage prepaid thereon,
addressed to each member at his address as it appears on the records of the
Cooperative.

Section 2.4  Quorum:  A quorum at a member meeting, except as
hereinafter stated, shall be 10 percent of the first 100 members plus 5 percent
of additional members, present in person; provided, however, that a quorum
shall never be more than 50 members nor less than 5 members.  A quorum at a member meeting for the purpose
of nomination and election of directors shall be 10 percent of the members
within that directors' territorial district. 
Members represented by signed votes may be counted in computing a quorum
only on those questions as to which a signed vote is taken.  If less than a quorum is present at any
meeting, a majority of votes present in person may adjourn the meeting from
time to time without further notice.

Section 2.5  Votes:

| | (a) | Except as described below, each member shall
  be entitled to one vote and no more upon each matter submitted to a vote at a
  meeting of the members, except only the members within a geographical
  district shall be permitted to vote at a meeting for the nomination and
  election of a director from that district. 
  Notwithstanding the foregoing provisions of this sub-section (a), if
  the Board of Directors has authorized the issuance or transfer of shares of Membership
  Stock and Equity Stock to an association of agricultural producers, and that
  member has acquired from the Company a number of shares of Equity Stock in
  proportion to the quantity of durum wheat to be delivered by such association
  to the Company, the Board of Directors may in its sole discretion, and only
  at the time of the issuance or transfer of such Equity Stock and upon such
  terms and conditions as the Board of Directors may determine, indicate and
  authorize such member entity to have a number of votes not to exceed the
  lesser of the number of agricultural producers whose deliveries are being
  made to the Company through the member entity in question, and the result of
  the following calculation: the total number of equity shares to be issued or
  transferred to such member divided by the mathematical average equity
  shareholding per existing member’s voting right.  Such mathematical average shall be calculated by dividing the
  total number of issued and outstanding equity shares held in the aggregate by
  the Company’s incumbent members after such issuance or transfer by the total
  number of votes held in the aggregate by the Company’s incumbent members
  after such issuance or transfer.
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| | (b) | All
  questions shall be decided by a vote of a majority of the votes cast by the
  members voting thereon in person, except as otherwise provided by law, the
  Articles of Incorporation or these Bylaws. 
  Votes cast by member associations must be voted through individual
  members of that association, each voting thereon in person, except as
  otherwise provided by the Articles of Incorporation or these Bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Voting by proxy and
  cumulative voting shall not be allowed, but signed votes may be used when
  specifically authorized by resolution of the Board of Directors.  When so authorized, signed votes shall be
  valid and entitled to the same force and effect as a vote in person if the
  member has been previously notified in writing of the exact motion or
  resolution upon which the vote is taken.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | In the absence of written
  notice that some person has been designated to represent a member who is
  other than a natural person, such member may be represented by any of it's
  principal officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | No individual may be
  authorized to cast more than two votes for a non-person member entity in
  addition to their own membership vote at a membership meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



Section 2.6  Order
of Business:  The presiding officer
may adopt any order of business which provides an opportunity for full
consideration of all matters to come before the meeting, subject to any proper
action by the members assembled to change the order of business.  Unless such a different order of business is
adopted by the Chairman, or by the members assembled, the order of business at
the annual meeting of the members and so far as possible at all other meetings
of the members shall be as follows:

| | (a) | Call of the meeting to
  order;                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Reading of the proof of
  the notice of the meeting and the report as to members present in order to
  determine the existence of a quorum;
| | (c) | Reading and action on any
  unapproved minutes;                                                                                            
| | (d) | Report of officer and
  committees;                                                                                                        
| | (e) | Election of directors;                                                                                                                     
| | (f) | Unfinished business;                                                                                                                       
| | (g) | New business;                                                                                                                              
| | (h) | Adjournment.                                                                                                                               



Section 2.7  Action
Without A Meeting:  Any action which
may be taken at a member meeting may be taken without a meeting if a writing
setting forth and approving the action shall be signed by a majority of the
members entitled to vote on such action.



ARTICLE
III

DIRECTORS

Section 3.1  Election:The
business and affairs of this Cooperative shall be managed by a board consisting
of a minimum of nine and a maximum of eleven directors, nine directors elected
by the non-association members from their own number at the meeting and up to
two additional directors authorized by the Board of Directors to represent
associations as provided for herein.

|(a) | Districts:  For the purpose of nominating and electing
  directors, the territory served by the cooperative shall be divided into nine
  geographical districts.  The district
  boundaries shall be defined and apportioned according to the number of
  members whose agricultural operations are located within the district.                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    | 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In preparation for the
  1997 member's meeting, then triennially thereafter, the incumbent Board of
  Directors shall appoint a redistricting committee.  The committee shall review the boundaries of the districts and
  shall recommend any changes in the district boundaries necessary or appropriate
  to maintain equitable representation. 
  The committee shall attempt to maintain not more 15 percent variance
  of the numbers of members in each district. 
  The recommendations of the committee shall be reported to the Board of
  Directors, and may be accepted, rejected or modified by the Board of
  Directors.  The action of the
  directors shall be reported to the membership meeting, and may be accepted,
  rejected, or modified by the members.



|(b) | TheBoard of
  Directors may authorize the two additional directors, as provided for in
  Section 3.1, under such terms and conditions as the Board of Directors may
  determine, to represent and to be chosen by member associations of
  agricultural producers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|(c) | Voting:  At the annual meeting,
  voting for directors shall be limited to members from the territorial
  district from which a director is to be elected. The annual meeting may be
  adjourned from day to day and from place to place, for the purpose of member
  voting in territorial districts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | No member shall vote in
  more than one district. The Board of Directors may adopt reasonable policies
  to administer the provision that no member shall vote in more than one
  district, including but not limited to provisions for a member's change of
  district in which he votes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Any individual member
  shall vote in the district in which he maintains his principal residence or
  in the district in which his principal place of agricultural operations is
  located.  Any member otherthan an individual shall vote in the district in
  which its principal place of agricultural operations is located.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The nominee from each
  district receiving a majority of the votes from that district shall be
  elected and shall take office at the adjournment of the annual membership
  meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | Terms: Each
  elected director shall be elected for a term of three years, with the terms
  alternated so that no more than three elected directors shall be elected for
  full terms at any one annual meeting. 
  Each director who is a representative of an association of agricultural
  producers shall hold office for a term as agreed upon by the Board of
  Directors and such member association. 
  No elected director shall be
  elected to more than five consecutive terms as a director of this
  Cooperative, but such person shall be eligible to be again elected as a
  director one year after the expiration of a prior term of office.  All elected or appointed directors shall
  serve for the term for which elected or appointed and until their successors
  are chosen and qualified.  Any elected
  directorship vacancy in the Board, other than by expiration of a term of
  office, may, in the discretion of the Board, be filled by a majority vote of
  the remaining directors until the next annual meeting at which meeting a
  director shall be chosen by the members for the unexpired term of such elected
  director vacancy.  A vacancy in a
  directorship representing an association of agricultural producers shall be
  filled by a new appointment from such association.

Section 3.2  Duties
and Powers:  The Board of Directors
shall have the power and authority to amend the "Growers Agreement"
subject to ratification by a majority vote of the members at any regular or
special membership meeting with a quorum present and proper notice.

The powers of the Board of Directors shall include,
without limiting in any way any other powers which said board has in accordance
with the laws of the State of North Dakota, the Articles of Association, and
the bylaws of this Cooperative, the power to secure the Cooperative's debts by
mortgaging the Cooperative's rights, privileges, authority and franchises,
revenues and other property.  However, a
decision by the Board of Directors to sell or otherwise dispose of more than 10
percent of the Cooperative's fixed assets must be approved by an affirmative
vote of three-fourths of the membership present and voting at a membership
meeting called to approve such a disposition of assets.

The Board of Directors shall have the power to make and
adopt such rules and regulations, not inconsistent with law, the Articles of
Association of the Cooperative or these bylaws, as it may deem advisable for
the management, administration and regulation of the business and affairs of
the Cooperative.  Among such powers, the
Board of Directors shall have the powers to establish reasonable
classifications of business done with patrons, according to the type and nature
thereof, for the purpose of allocating patronage capital.

Section 3.3  Delegation
of Responsibilities: 
Notwithstanding the duties, responsibilities and authorities of the
directors and officers provided for in these Bylaws, the Board of Directors by
resolution may, except as otherwise limited by law, delegate, wholly or in
part, the responsibility and authority for, and the regular and routine
administration of, one or more of such officer's duties to one or more agents
or other officers of the Cooperative who are not directors.

The Board of Directors shall appoint a manager who shall
manage the affairs of the Cooperative, under the supervision of, and in
accordance with the policies of, the Board of Directors.

Section 3.4  Executive
Committee:  The Board of Directors
may elect an executive committee to consist of four or more directors.  The executive committee shall have such
powers and perform such duties as the board may delegate to it in writing from
time to time, in the management of the business affairs of the cooperative when
all of the members of the executive committee are present and the decision of
the executive committee is unanimously agreed to by all of its members, except
that the executive committee cannot act in respect to:

| | (a) | Powers reserved by the
  Board of Directors itself;                                        
| | --- | -------------------------------------------------------------------------------------------
| | (b) | Apportionment of
  distribution of proceeds;                                               
| | (c) | Election of officers;                                                                      
| | (d) | Filling of vacancies in
  the board;                                                       
| | (e) | Amendment to the bylaws;
  and                                                             
| | (f) | Enter into any agreement,
  contract or other transaction in any amount exceeding $100,000.

Section 3.5  Meetings:  A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at
the same place as, the annual meeting of the members.  A regular meeting of the Board of Directors may also be held
regularly at such time and place as the Board of Directors may provide by
resolution.  Such regular meetings may
be held without notice other than such resolution fixing the time and place
thereof.

Section 3.6  Special
Meetings:  Special meetings of the
Board of Directors may be called by the Chairman, by any three directors, or by
any person authorized to do so by prior action of the Board of Directors.  The person or persons calling the meeting
shall fix the time and place for the holding of the meeting and shall give
written notice of the time and place of the special meeting not less than five
days prior thereto, either personally or by mail to each director.

Section 3.7  Action
Without a Meeting:  Any action which
may be taken at a meeting of the directors may be taken without a meeting if
done in writing, signed by all of the directors entitled to vote on such
action.  Any action so taken shall have
the same effect as if duly taken at a meeting of the directors.

Section 3.8  Quorum:  Six directors in office shall constitute a quorum.  The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or any
such committee by means of a telephone conference or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time.  Participation by such
means shall constitute presence in person at a meeting.

Section 3.9  Compensation:  Members of the Board of Directors shall
receive no compensation for their services as such, nor, with the exception of
the Secretary and Chairman, for any services as officers of the Cooperative,
nor shall the Cooperative be held liable for any services, except as herein
provided; but the members of the Board of Directors shall be allowed their
reasonable traveling expenses when actually engaged in the business of the
Cooperative, and a reasonable per diem sum, which may be fixed by the Board of
Directors subject to reduction or limitation at a meeting of the members, for
each day actually spent in attendance at meetings or other business of the
Cooperative.  The Chairman and Secretary
of the Cooperative may each receive such compensation for services as the Board
of Directors shall determine.

Section 3.10  Removal:  The members may, at any meeting regularly
called for that purpose, by a majority vote of those voting, remove a director
for cause.An association of agricultural producers who has a
representative on the Board of Directors may remove such director for cause
pursuant to its Articles of Association, Bylaws or policies.

ARTICLE
IV

OFFICERS

Section 4.1  Election:  The officers of this Cooperative shall be a
chairman, a vice-chairman, a secretary and a treasurer elected by the directors
from among their number.  The directors
may combine the offices of secretary and treasurer, in which case the combined
office shall be designated as secretary-treasurer and an assistant
secretary-treasurer may be elected.  The
clerical work of the secretary and the treasurer may be delegated by the Board
of Directors.  The terms of all officers
shall be until the next annual meeting of the directors and until their
successors are elected and qualified.  A
vacancy in any office may be filled by the Board of Directors for the unexpired
portion of the term.

Section 4.2  Chairman:

| | (a) | Shall preside at all
  meetings of the members and of the Board of Directors;                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | May sign any deeds,
  mortgages, deeds of trust, notes, bonds, contracts or other instruments
  executed on behalf of this Cooperative, except in cases in which the signing
  and execution thereof shall be expressly delegated by the Board of Directors
  or by these bylaws to some other officer or agent of the Cooperative, or
  shall be required by law to be otherwise signed or executed; and
| | (c) | In general, shall perform
  all duties incident to the office of the Chairman and such other duties as
  may be prescribed by the Board of Directors from time to time.                                                                                                                                                                                                                                  



Section 4.3  Vice-Chairman:  In the absence of the Chairman, or in the
event of inability or refusal to act, the Vice-Chairman shall perform the
duties of the Chairman, and when so acting, shall have all the powers of and be
subject to all of the restrictions upon the Chairman, provided, however, that
in the case of death or resignation of the Chairman, the Board of Directors may
declare the office vacant and elect a successor.  The Vice-Chairman shall also perform such other duties as from
time to time may be assigned by the Board of Directors.

Section 4.4  Secretary:

| | (a) | Shall cause minutes of
  the meetings of the members, of the Board of Directors, and of any executive
  committee to be kept;                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | See that all notices are
  duly given in accordance with these Bylaws, or as required by law;                                                               
| | (c) | Supervise custody of the
  records of the Cooperative;                                                                                                      
| | (d) | Cause a register of the
  names and post office addresses of all members to be kept, and;                                                                   
| | (e) | In general, perform all
  duties incident to the office of Secretary and such other duties as from time
  to time may be assigned by the Board of Directors.

Section 4.5  Treasurer:  The Treasurer shall supervise the custody of
all funds, securities and property of the Cooperative.  The Treasurer shall cause deposit of all
funds in the name of the Cooperative and cause disbursement of the same upon
the authority of the Board of Directors. 
The Treasurer shall perform such other duties as may be prescribed by
the Board of Directors.

Section 4.6  Removal:  Any officer may be removed by the Board
whenever in its judgment the best interests of the Cooperative will be served
thereby.



ARTICLE
V

DIRECTORS,
OFFICERS AND MANAGER LIABILITIES

Section 5.1  Liability
of Directors, Officers and Manager: 
Directors, officers and the manager who is the person most responsible
for carrying out the policies and directives of the officers or Board of
Directors are immune from civil liability for any act or omission relating to
their service or function as a director, officer or manager, unless the act or
omission constitutes gross or willful negligence or gross or willful
misconduct.

Section 5.2  Indemnity
and Insurance:  This Cooperative
shall indemnify, and shall have the power to purchase and maintain insurance to
indemnify, any person who is or was a director, officer, manager, employee or
agent of this Cooperative, and any person serving at the request of this
Cooperative as a director, officer, manager, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him to the fullest extent to which such
officers, directors and employees of a cooperative may be indemnified under
applicable laws.

Section 5.3  Bonds:  The Board of Directors shall cause each
officer, agent and employee having control or custody of any of the
Cooperative's funds or personal property to be bonded for the faithful
performance of duties and the cost thereof shall be borne by the Cooperative.

Section 5.4  Audits
and Reports:  The Board of Directors
shall require the manager or auditor to submit a detailed report of the
financial condition of any business transacted by the Cooperative at least
monthly, and shall have the books audited by a qualified public accountant at
least once a year.

One or more of the officers of the Cooperatives shall
submit at each annual meeting of the members a report generally showing the
business of the Cooperative for the previous fiscal year and generally showing
the condition of the Cooperative at the close of such fiscal year.

ARTICLE VI

PATRONAGE CAPITAL

Section 6.1  Cooperative
Operation:  This Cooperative shall
at all times be operated on a cooperative basis for the mutual benefit of its
patrons who are members.  the
Cooperative's operations shall be so conducted that all member patrons will,
through their patronage, furnish capital for the Cooperative, patronage capital
may be furnished by per-unit retains or by patronage equity credits.  The Cooperative is obligated to account on a
patronage basis to all its member patrons as provided in the Article VI.

Section 6.2  Per-Unit
Retains:  By action of the Board of
Directors, the Cooperative may require deductions from proceeds otherwise
payable to member patrons for the Cooperative's purchase of agricultural
products, on a per-unit basis, which deductions shall be retained by the
cooperative as patronage capital. 
Per-unit retains shall be annually determined by the Board of Directors,
and shall be a uniform amount or percentage per unit, fixed without reference
to the net earnings or net proceeds of the Cooperative.

All such amounts, from the moment of receipt by this
Cooperative, are received and retained with the understanding that they are
furnished by member patrons as capital. 
The Cooperative is obligated to account to each member patron in such a
manner that the amount of per-unit retains furnished by each member patron is
annually credited in an appropriate record to the per-unit retains capital
account of each member patron.  Within a
reasonable time after the close of its fiscal year, the Cooperative shall
notify each member patron of the amount of capital retained and credited to the
member's account by the issuance of per-unit retain certificates.

All such amounts retained and credited to the capital
account of any member patron shall have the same status as though paid to the
member patron in cash in pursuance of a legal obligation to do so and the
member patron had then furnished to Cooperative corresponding amounts for
capital.  Per-unit retains do not constitute
proceeds accountable under Section 6.3.

Section 6.3  Patronage
Equity Credits:  At least once
annually, the directors shall determine and distribute patronage equity
credits, in accordance with the following provisions:

|(a) | Annual Savings:  There shall be deducted from total
  proceeds:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | General Reserves:  From the remainder of the total proceeds,
  an amount not exceeding the sum of the following items may be credited to a
  general unallocated reserve:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Board of Directors
  may utilize this reserve for payment of income taxes and for any other
  purpose determined in accordance with generally accepted accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c) | Patronage
  Distribution:  None of the remainder
  of the net proceeds shall constitute income of the Cooperative, but shall be
  distributed and credited to the patronage equity accounts of patrons who are
  members as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(d) | Losses:  In the event of a loss in one or more
  departments or divisions of the operation of this Cooperative, but not of
  such magnitude as to cause an overall loss for the fiscal year of the
  Cooperative, such loss or losses may be prorated against each of the
  remaining profitable departments on the basis of their respective percentage
  of the total net proceeds during such fiscal year.  In the event this Cooperative shall incur a net loss in any
  fiscal year, such net loss may be charged first against any earned surplus or
  paid in surplus which is unallocated, or against any unallocated reserve
  other than valuation reserves.  If
  such loss exceeds the total of said unallocated earned surplus and
  unallocated reserves or, in any event, if the Board of Directors so elects,
  the amount of such loss may be recovered from prior or subsequent years' net
  margins or savings.  In no event shall
  the Board of Directors have the authority to make any assessment against
  members, except as provided in Section 1.3 of these Bylaws.  This section shall not be construed or
  administered in such a way as to deprive the Cooperative of the right to
  carry back or carry forward net operating losses to past or future years, in
  accordance with the applicable provisions of the Internal Revenue Code or
  State Taxing statutes. 
  Notwithstanding the foregoing, directors shall not allocate current
  years' net operating losses against a prior year's net operating margins or
  retains unless the Cooperative is in liquidation or unless approved by a
  majority of the membership present and voting on such question at a special
  meeting of the membership duly called to consider the need of such an
  extraordinary allocation before the end of the Cooperative's fiscal year.

Section 6.4  Retirement:  If the Board of Directors, in its absolute
discretion, shall determine that the financial condition of the Cooperative
will not be impaired thereby, the patronage capital then credited to member
patrons' accounts may be retired and paid in cash, in full or in part.  The Board of Directors, at its discretion,
shall have the power to determine the method, basis, priority and order of
retirement of patronage capital.  Upon
the death of any member patron who is a natural person, the Board of Directors
shall have the power to retire patronage capital credited to the account of the
member patron, upon such terms and conditions as the Board of Directors shall
determine.  Except upon the death of a
natural person, there shall be no retirements of patronage capital out of the
order determined by the Board of Directors under policies of general
application.  Insolvency or bankruptcy,
whether individual or corporate, shall not be grounds for retirement of
patronage capital.

Section 6.5  Lien:  The Cooperative shall have a first lien on
any patronage capital for all indebtedness of the holder thereof to this
Cooperative.

Section 6.6  Assignment:  Patronage capital credited to the accounts
of member patrons shall be assignable only on the books of the Cooperative
pursuant to such policies of general application as determined by the Board of
Directors.

Section 6.7  Consent:  Each person (including individual,
partnerships, and corporations) who become a member in this Cooperative, by
such act alone, consents that the amounts of any per-unit retain allocations
which are paid in qualified per-unit retain certificates (as defined in 26
U.S.C. 1388, the Internal Revenue Code) and which are received by the member
from the Cooperative will be taken into account at their stated dollar amounts
in the manner provided in 26 U.S.C. 1385(a) in the taxable year in which such
written notices of allocation are received by the member.

Each person (including individuals, partnerships, and
corporations) who becomes a member in this Cooperative, by such act alone,
consents that the amount of any patronage dividends or similar distributions
with respect to patronage which are made in money, qualified written notices of
allocation (as defined in 26 U.S.C. 1388) or other property (except any
nonqualified written notice of allocation), and which are received from the
Cooperative, will be taken into account by the member at the stated dollar
amounts in the manner provided in 26 U.S.C. 1385(a) in the taxable year in
which such written notices of allocation are received by the member.

It is the intent of this Bylaw that obtaining or
retaining membership in the Cooperative constitutes the member's consent to
take the stated dollar amounts of qualified written notices of allocation of
per-unit retains and patronage dividends or similar distributions into account
under Section 1385 of the Internal Revenue Code; a copy of this Bylaw shall be
given separately to each member.

Section 6.8  Non-Qualified
Unit Retains and Patronage Distributions: 
References in this Article VI to "qualified" per-unit retain
certificates or "qualified" written notices of allocation of
patronage dividends or similar distributions shall not be construed to limit
the power and authority of the Board of Directors to allocate per-unit retains
and patronage dividends or similar distributions according to equitable
policies of general application, even though such allocation may not be
"qualified" as defined in the Internal Revenue Code.

ARTICLE
VII

AMENDMENT
OF BYLAWS

Section 7.1  Members'
Action:  These Bylaws may be altered,
amended or repealed at any regular member meeting or at any special member
meeting called for that purpose, provided that the notice of such meeting shall
have contained a copy of the proposed alteration, amendment or repeal.

Section 7.2  Directors'
Action:  Any Bylaw may be altered,
amended or repealed by the affirmative vote of the Board of Directors, except
those provisions which set forth the qualifications, terms of office and
compensation of directors.  Any Bylaw
adopted, altered, amended or repealed by the Board of Directors shall be
subject to confirmation by the membership at the next regular or special
membership meeting.



Adopted as of 1/6/01.