PROSPECTUS SUPPLEMENT DATED MAY 6, 1999 TO


                       PROSPECTUS DATED JANUARY 11, 1999




                           FARMLAND INDUSTRIES, INC.

          

                                2,000,000 SHARES
               8% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES
                           (PAR VALUE $25 PER SHARE)
              (LIQUIDATION PREFERENCE EQUIVALENT TO $50 PER SHARE)




     This Prospectus Supplement to the Prospectus dated January 11, 1999 (the
"Prospectus") supplements certain information contained in, and describes
certain modifications to, the Prospectus.  The Prospectus is amended by the
terms of this Prospectus Supplement and the matters addressed herein supersede
any contrary statements that may be contained in the Prospectus.  Defined terms
used herein and not otherwise defined shall have the meanings assigned to them
in the Prospectus.

RECENT DEVELOPMENTS - FARMLAND INDUSTRIES, INC. AND CENEX HARVEST STATES
COOPERATIVES TO PURSUE UNIFICATION
   Farmland Industries, Inc. and Cenex Harvest States Cooperatives announced on
May 6, 1999 they will work toward a complete combination of the two agricultural
cooperatives.

      A timetable adopted by the two cooperatives calls for completing an
extensive study of the feasibility of the unification, developing capital and
governance plans, and achieving required government clearance by late 1999,
looking forward to a definitive agreement on the terms of a transaction and the
execution of documentation after those steps have been completed.  Member
information meetings would take place in early 2000, followed by a vote to seek
the required approval of the memberships of both cooperatives.  The cooperatives
have tentatively set June 1, 2000, as a goal for completing the transaction.

          This Prospectus Supplement contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.  Such
statements are subject to a number of risks and uncertainties that could cause
the actual results to differ materially from those projected, including the risk
that the two cooperatives cannot reach a definitive agreement and the risk that
the required membership approval will not be obtained.