Exhibit 10.1b



                                  March 2, 2001



Cenex Harvest States Cooperatives
5500 Cenex Drive
Inver Grove Heights, Minnesota  55077

Attention:  Chief Financial Officer

                  Re:  Amendment No. 1
                       ---------------
Ladies and Gentlemen:

         Reference is made to that certain Note Purchase and Private Shelf
Agreement dated as of January 10, 2001 (the "NOTE AGREEMENT") between Cenex
Harvest States Cooperatives, a non-stock agricultural cooperative corporation
organized under the laws of Minnesota (the "COMPANY"), and The Prudential
Insurance Company of America ("PRUDENTIAL") and each Prudential Affiliate which
is now or hereafter becomes a party thereto. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Note Agreement.

         Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Note Agreement, the parties hereto agree as
follows:

         SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Note Agreement is amended as
follows:

         1.1 The definition of "Affiliate" appearing in paragraph 10B of the
Note Agreement is hereby deleted in its entirety and the following is hereby
substituted therefor:

                  "AFFILIATE" shall mean (i) any Person directly or indirectly
         controlling, controlled by, or under direct or indirect common control
         with such Person (except, with respect to the Company, a Subsidiary)
         and (ii) with respect to Prudential, shall include any managed account,
         investment fund or other vehicle for which Prudential or any Prudential
         Affiliate acts as investment advisor or portfolio manager. A Person
         shall be deemed to control a corporation if such Person possesses,
         directly or indirectly, the power to direct or cause the direction of
         the management and policies of such corporation, whether through the
         ownership of voting securities, by contract or otherwise.


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Cenex Harvest States Cooperatives
March 2, 2001
Page 2

         SECTION 2. CONDITIONS PRECEDENT. This letter shall become effective as
of the date first above written upon the return by the Company to Prudential of
a counterpart hereof duly executed by the Company and Prudential. The letter
should be returned to: Prudential Capital Group, Two Prudential Plaza, Suite
5600, Chicago, Illinois 60601-6716, Attention: Wiley S. Adams.

         SECTION 3. REFERENCE TO AND EFFECT ON NOTE AGREEMENT. Upon the
effectiveness of this letter, each reference to the Note Agreement in any other
document, instrument or agreement shall mean and be a reference to the Note
Agreement as modified by this letter. Except as specifically set forth in
Section 1 hereof, the Note Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.

         SECTION 4. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

         SECTION 5. COUNTERPARTS; SECTION TITLES. This letter may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. The section titles contained in this letter are and shall be
without substance, meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.

                                      Very truly yours,

                                      THE PRUDENTIAL INSURANCE
                                         COMPANY OF AMERICA

                                      By: /s/ Alfred D. Sharp
                                         ----------------------------------
                                                     Vice President

                                      PRUCO LIFE INSURANCE COMPANY

                                      By: /s/ Alfred D. Sharp
                                         ----------------------------------
                                                      Vice President
AGREED AND ACCEPTED:

CENEX HARVEST STATES COOPERATIVES

By: /s/ John Schmitz
   ----------------------------------
Title: Executive Vice President & CFO
      -------------------------------