UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 8-K

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CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): November 7, 2008



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MINN-DAK FARMERS COOPERATIVE

(Exact name of Registrant as specified in its charter)



North Dakota

        33-94644

        23-7222188(State or other jurisdiction of incorporation)

        (Commission File
Number)

        (I.R.S. Employer Identification No.)7525 Red River Road Wahpeton, North Dakota

        

        58075(Address of principal executive offices)

        

        (Zip Code)




Registrants telephone number, including area code: (701) 642-8411



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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



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        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




o

        Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)




o

        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




o

        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








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Item 8.01

        OTHER EVENTS.




Minn-Dak Farmers Cooperative (the Company) has announced that its Board of Directors has approved an estimated sugarbeet payment for the 2008 crop of 13.466351 cents per pound of extractible and bonus sugar ($38.00 per ton of average quality harvested sugarbeets).  The $38.00 sugarbeet payment has a $1.00 per ton of sugarbeets budget contingency held back until such time as the Company has an accurate assessment of what the final payment for the 2008 sugarbeet crop will be.  The estimated sugarbeet payment is based upon the best information available as of November 5, 2008, which at that time the Company had received from shareholder / growers 1,847,000 tons of sugarbeets.

The Company believes that it will receive additional tons of sugarbeets from its shareholder / growers before harvest season is complete. To the extent that it receives additional tons of sugarbeets, the estimated sugarbeet payment may increase to reflect the additional tons harvested. For example, if the Company would receive 2,000,000 total tons of sugarbeets, the estimated sugarbeet payment could rise to 13.967867 cents per pound of extractible and bonus sugar ($39.30 per ton of average quality harvested sugarbeets, plus $1.00 per ton budget contingency). The estimated sugarbeet payment may be changed, modified or amended as additional information becomes available during the company's fiscal year.

Any statements regarding future market prices, anticipated costs, agricultural results, operating results and other statements that are not historical facts contained in this 8-K report are forward-looking statements. The words "expect", "project", "estimate", "believe", "anticipate", "plan", "intend", "could", "may", "predict" and similar expressions are also intended to identify forward-looking statements. Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugarbeets and other factors detailed elsewhere in this and other Company filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may
vary materially from those indicated.



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SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





MINN-DAK FARMERS COOPERATIVEDated:  November 7, 2008

        By

        /s/  David H. RocheDavid H. RochePresident and Chief Executive Officer




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